SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                 AMENDMENT NO. 3
                                 to SCHEDULE 13D
                    Under the Securities Exchange Act of 1934



                              ALBEMARLE CORPORATION
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of class of securities)

                                   012653 10 1
                                 (CUSIP NUMBER)


                             Floyd D. Gottwald, Jr.
                                Bruce C. Gottwald
                             330 South Fourth Street
                            Richmond, Virginia 23219
                           Telephone No. 804-788-5401
           (Name, address and telephone number of person authorized to
                       receive notices and communications)

                                    Copy to:
                                Allen C. Goolsby
                                Hunton & Williams
                              951 East Byrd Street
                            Richmond, Virginia 23219

                                September 8, 1997
             (Date of event which requires filing of this statement)

              If the filing person has previously filed a statement
             on Schedule 13G to report the acquisition which is the
                subject of this Schedule 13D, and is filing this
                  schedule because of Rule 13d-1(b)(3) or (4),
                          check the following box [ ].

                       Check the following box if a fee is
                        being paid with this statement [ ].



                                Page 1 of 8 Pages





CUSIP NO. 012653 10 1                     13D                 PAGE 2 OF 8 PAGES


- --------------------------------------------------------------------------------
1  NAME OF REPORTING PERSONS
   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

     Floyd D. Gottwald, Jr.
- --------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                     (a)
                                                                         (b) [X]

- --------------------------------------------------------------------------------
3  SEC USE ONLY

- --------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
     PF

- --------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
   TO ITEM 2(d) or 2(e)                                                     [  ]
- --------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION

     USA
- --------------------------------------------------------------------------------
   NUMBER OF    7  SOLE VOTING POWER
    SHARES         818,841
 BENEFICIALLY
   OWNED BY     ---------------------------------------------------------------
     EACH        8  SHARED VOTING POWER
   REPORTING        5,964,061
  PERSON WITH   ---------------------------------------------------------------
                 9  SOLE DISPOSITIVE POWER
                    818,841
                ---------------------------------------------------------------
                 10 SHARED DISPOSITIVE POWER
                    5,964,061

- -------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    6,782,902
- -------------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES*
                                                                             [X]

      181,377 shares held by foundation; 2,179,563 shares owned by adult sons
- --------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      12.32%
- --------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*

      IN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!









CUSIP NO. 012653 10 1                      13D                 PAGE 3 OF 8 PAGES


- --------------------------------------------------------------------------------
1  NAME OF REPORTING PERSONS
   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

      Bruce C. Gottwald
- --------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                    (a)
                                                                        (b)  [X]
- --------------------------------------------------------------------------------
3  SEC USE ONLY

- --------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
     PF

- --------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
   TO ITEM 2(d) or 2(e)                                                      [ ]
- --------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION

     USA
- --------------------------------------------------------------------------------
   NUMBER OF    7   SOLE VOTING POWER
    SHARES          3,478,083
 BENEFICIALLY   ----------------------------------------------------------------
   OWNED BY      8   SHARED VOTING POWER
     EACH            3,739,628
   REPORTING    ----------------------------------------------------------------
  PERSON WITH    9   SOLE DISPOSITIVE POWER
                     3,478,083
                ----------------------------------------------------------------
                 10  SHARED DISPOSITIVE POWER
                     3,739,628

- --------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     7,217,711
- --------------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES*                                                          [X]


      181,377 shares held by foundation; 2,297,339 shares owned by adult sons

- --------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      13.11%
- --------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                Page 3 of 8 Pages





     * Amendment No. 3 amends and supplements Amendment Nos. 1 & 2 to the
statement on Schedule 13D filed on March 10, 1994, by Floyd D. Gottwald, Jr.,
and Bruce C. Gottwald with respect to shares of Common Stock (the "Common
Stock") of Albemarle Corporation (the "Issuer"). The purpose for the filing of
this Amendment No. 3 is to report an increase in the percentage of the Common
Stock beneficially owned by Floyd D. Gottwald, Jr., and Bruce C. Gottwald and
their immediate families due primarily to purchases of the Common Stock by the
Issuer on the open market and in privately negotiated transactions and purchases
by Floyd D. Gottwald, Jr., on the open market.

Item 1.           Security and Issuer.

     This statement relates to the Common Stock of the Issuer, a Virginia
corporation having its principal executive offices at 330 South Fourth Street,
Richmond, Virginia 23219.


Item 3.  Source and Amount of Funds or Other Consideration.

     Floyd D. Gottwald, Jr., purchased the following shares of Common Stock at
the prices and on the dates noted:

         Date         Number of Shares          Per Share Price
         ----         ----------------          ---------------
       07/31/97             1,600                    $23.6250
       07/31/97             1,900                     23.6875
       08/05/97             3,200                     23.7500
       08/06/97            40,000                     23.5862
       08/08/97            16,200                     23.7500
       08/11/97            33,500                     23.7500
       08/12/97            16,000                     23.7500
       08/13/97            37,700                     23.7412
       08/14/97            89,400                     23.7500
       08/15/97             9,297                     23.7500


               Floyd D. Gottwald, Jr.'s purchases were financed in part through
an amendment to a credit agreement, providing for advances up to $15 million in
the aggregate (covering the purchase price and interest obligations). Payment of
principal is due on April 30, 1998. Interest rates are based on, at the option
of the borrower, either the bank's prime credit rate (as adjusted from time to
time) or an adjusted LIBOR, with interest payments depending upon the interest
payment period selected. The securities of various publicly-held companies were
pledged as collateral to secure the loan. For further information regarding the
financing, see Exhibits 2 and 3 for a copy of the Term Loan Agreement and the
First Amendment to Term Loan Agreement, respectively.


                                Page 4 of 8 Pages





     Floyd D. Gottwald, Jr., has not purchased shares of Common Stock other than
the above-listed purchases since the filing of Amendment No. 2 except automatic
purchases pursuant to the Issuer dividend reinvestment plan and Issuer benefit
plans.

     Since the filing of Amendment No. 2, Bruce C. Gottwald has not purchased
additional shares of Common Stock except automatic purchases pursuant to the
Issuer's dividend reinvestment plan and Issuer benefit plans.


Item 4.        Purpose of Transaction.

     Floyd D. Gottwald, Jr., and Bruce C. Gottwald will hold for investment all
of the shares of Common Stock that they have acquired. They have no present
plans to dispose of any shares of Common Stock, but reserve the right to do so
in the future.

     The Gottwalds do not have any plans to engage in any extraordinary
transactions involving the Issuer or any of its subsidiaries, such as a merger,
reorganization or liquidation, nor do they have any plans (i) to sell or
transfer a material amount of the Issuer's assets, (ii) to make any material
change in the present capitalization or dividend policy of the Issuer, (iii) to
change the board of directors or management of the Issuer, (iv) to make any
other material change in the Issuer's business or corporate structure, (v) to
make any change in the Issuer's articles of incorporation or bylaws or other
actions that may impede the acquisition of control of the Issuer by any person,
(vi) to cause a class of the Issuer's securities to be delisted from a national
securities exchange or to cease to be authorized to be quoted on an inter-dealer
quotation system of a registered national securities association, (vii) to cause
a class of equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended, or (viii) any action similar to any of those described in this
Item 4.


Item 5.        Interest in Securities of the Issuer.

     (a)  18,658,892 shares of Common Stock of the Issuer are owned beneficially
          by Floyd D. Gottwald, Jr., and Bruce C. Gottwald, constituting 33.89%
          of such shares outstanding.(1)

     (b)  Number of shares as to which such persons have:

          (i)  sole power to vote or to direct the vote - 4,478,301(2)

          (ii) shared power to vote or to direct the vote - 14,180,591(3)

          (iii) sole power to dispose of or to direct the disposition of -
               4,478,301(2)


                                Page 5 of 8 Pages





          (iv) shared power to dispose of or to direct the disposition of -
               14,180,591(3)

                    (1)  The filing of this statement shall not be construed as
                         an admission that for the purposes of Section 13(d) or
                         13(g) of the Securities Exchange Act of 1934, Floyd D.
                         Gottwald, Jr., or Bruce C. Gottwald are the beneficial
                         owners of 181,377 shares described in Items 5(b)(i) and
                         (iii) or 14,180,591 shares described in Items 5(b)(ii)
                         and (iv).

                    (2)  This amount includes 181,377 shares owned by a
                         charitable foundation for which the Gottwalds serve as
                         the sole directors, Floyd D. Gottwald, Jr., and Bruce
                         C. Gottwald disclaim any beneficial interest in any
                         shares held in the foundation.

                    (3)  Includes 2,179,563 shares owned by the adult sons of
                         Floyd D. Gottwald, Jr., and 2,297,339 shares owned by
                         the adult sons of Bruce C. Gottwald who do not reside
                         in their father's home. It does not include shares
                         owned of record by NationsBank of Virginia, N.A.,
                         Richmond, Virginia, as Trustee under the savings plans
                         of Ethyl Corporation and Albemarle Corporation for
                         their employees that are held for the benefit of
                         employees other than the Gottwalds. Shares held by the
                         Trustee under these plans for the benefit of the
                         Gottwalds are included in Items (5)(b)(i)-(iv) above.
                         Shares held under the savings plans are voted by the
                         Trustee in accordance with instructions solicited from
                         employees participating in the plans. If a
                         participating employee does not give the Trustee voting
                         instructions, his shares are voted by the Trustee in
                         accordance with management's recommendations to the
                         stockholders. Because the Gottwalds are executive
                         officers, directors and the largest stockholders of
                         Ethyl Corporation and of Albemarle Corporation, they
                         may be deemed to be control persons of Ethyl
                         Corporation and of Albemarle Corporation and to have
                         the capacity to control any such recommendation of
                         management.

          (c)  From July 31, 1997, to August 15, 1997, Floyd D. Gottwald, Jr.,
               purchased 248,797 shares of Common Stock as described in Item 3.
               Various members of the Gottwald families have acquired additional
               minor amounts of Common Stock pursuant to the employee savings
               plans of Ethyl Corporation and the Company. There have been no
               other transactions in the past 60 days.

          (d)  Other persons have the right to receive or the power to direct
               the receipt of dividends from, or the proceeds from the sale of,
               all 14,180,591 shares described in Items 5(b)(ii) and (iv).
               However, none of such persons' individual interest relates to
               more than 5 percent of the class of securities for which this
               Schedule is filed.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer.

     Floyd D. Gottwald, Jr., and Bruce C. Gottwald are brothers. This form is
being filed on behalf of Floyd D. Gottwald, Jr., and Bruce C. Gottwald because
they could be

                                Page 6 of 8 Pages





deemed to be a group for purposes of Rule 13d-1(c) and this form even though
there is no agreement among them with respect to the purchase, sale or retention
of Common Stock.

     There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between either of the Gottwalds and any other person with
respect to securities of the Issuer.


Item 7.        Material to be Filed as Exhibits.

          1.   Agreement between Floyd D. Gottwald, Jr., and Bruce C. Gottwald
               with respect to the filing of this Amendment No. 3 to Schedule
               13D.

          2.   Term Loan Agreement between Floyd D. Gottwald, Jr., and Bank,
               dated May 2, 1994.

          3.   First Amendment to Term Loan Agreement between Floyd D. Gottwald,
               Jr., and Bank, dated July 9, 1997.




                                Page 7 of 8 Pages





                                    SIGNATURE

         After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.



Dated: September 8, 1997               /s/ Floyd D. Gottwald, Jr.
                                          -------------------------------
                                          Floyd D. Gottwald, Jr.


                                      /s/ Bruce C. Gottwald
                                          -------------------------------
                                          Bruce C. Gottwald

                                Page 8 of 8 Pages





                                  EXHIBIT INDEX


Exhibit 1 Agreement between Floyd D. Gottwald, Jr., and Bruce C. Gottwald with
          respect to the filing of this Amendment No. 3 to Schedule 13D.

Exhibit 2 Term Loan Agreement between Floyd D. Gottwald, Jr., and Bank, dated
          May 2, 1994.

Exhibit 3 First Amendment to Term Loan Agreement between Floyd D. Gottwald, Jr.,
          and Bank, dated July 9, 1997.





                                                                      Exhibit 1

         We, the undersigned, hereby express our agreement that the attached
Amendment No. 3 to Schedule 13D is filed on behalf of each of the undersigned.


Date: September 8, 1997
                                     /s/  Floyd D. Gottwald, Jr.
                                          -------------------------------
                                          Floyd D. Gottwald, Jr.

                                     /s/  Bruce C. Gottwald
                                          -------------------------------
                                          Bruce C. Gottwald


                                                                     Exhibit 2

- -----------------------------------------------------------------------------


                              TERM LOAN AGREEMENT

                                 BY AND BETWEEN

                             FLOYD D. GOTTWALD, JR.

                                      AND

                                    XXXXXXX

                            DATED AS OF MAY 2, 1994


- -----------------------------------------------------------------------------



                                TABLE OF CONTENTS

Section                                 Description                   Page

SECTION 1.    THE TERM CREDIT.........................................  1

        Section  1.1.    Term Credit..................................  1
        Section  1.2.    Tranche A....................................  1
        Section  1.3.    Tranche B....................................  1
        Section  1.4.    Loans Generally..............................  2
        Section  1.5.    Manner and Disbursement of Loans ............  2

SECTION 2.    INTEREST AND CHANGE IN CIRCUMSTANCES....................  2

        Section 2.1.    Interest Rate Options ........................  2
        Section 2.2.    Minimum Amounts...............................  3
        Section 2.3.    Computation of Interest.......................  3
        Section 2.4.    Manner of Rate Selection .....................  4
        Section 2.5.    Change of Law ................................  4
        Section 2.6.    Unavailability of Deposits or
                        Inability to Ascertain Adjusted LIBOR ........  4
        Section 2.7.    Taxes and Increased Costs ....................  4
        Section 2.8.    Funding Indemnity ............................  6
        Section 2.9.    Lending Branch ...............................  6

SECTION 3.     CLOSING FEE, PREPAYMENTS, TERMINATIONS AND
               APPLICATIONS...........................................  7

        Section 3.1.     Closing Fee..................................  7
        Section 3.2.     Voluntary Prepayments........................  7
        Section 3.3.     Mandatory Prepayments........................  7
        Section 3.4.     Place and Application of Payments............  8
        Section 3.5.     Notations ...................................  8

SECTION 4.     COLLATERAL.............................................  8

        Section 4.1.     Securities Collateral........................  8
        Section 4.2.     Partnership Loan.............................  9
        Section 4.3.     Collateral Secures All Loans.................  9
        Section 4.4.     Further Assurances...........................  9
        Section 4.5.     Releases.....................................  9


SECTION 5.      DEFINITIONS; INTERPRETATION...........................  9

        Section 5.1.    Definitions...................................  9
        Section 5.2.    Interpretation................................ 17





SECTION 6.      REPRESENTATIONS AND WARRANTIES........................ 17


        Section 6.1.  Validity of Borrower's Loan Documents........... 17
        Section 6.2.  Validity of Trust's Loan Documents.............. 18
        Section 6.3.  Federal Reserve Board Margin Regulations........ 18
        Section 6.4.  Financial Reports............................... 18
        Section 6.5.  No Material Adverse Change...................... 19
        Section 6.6.  Litigation and Other Controversies.............. 19
        Section 6.7.  Taxes........................................... 19
        Section 6.8.  Approvals ...................................... 19
        Section 6.9.  No Default ..................................... 19


SECTION 7.      CONDITIONS PRECEDENT.................................. 19

        Section 7.1.  All Advances.................................... 19
        Section 7.2.  Initial Advance................................. 20


SECTION 8.      COVENANTS............................................. 22

        Section 8.1   Taxes and Assessments........................... 22
        Section 8.2   Financial Reports............................... 22
        Section 8.3   Asset Maintenance............................... 23
        Section 8.4   Liens........................................... 23
        Section 8.5   Sales........................................... 23
        Section 8.6.  Trust........................................... 23


SECTION 9.      EVENTS OF DEFAULT AND REMEDIES........................ 23

        Section 9.1.   Events of Default.............................. 23
        Section 9.2.   Non-Bankruptcy Defaults........................ 25
        Section 9.3.   Bankruptcy Defaults............................ 25



SECTION 10.      MISCELLANEOUS

        Section 10.2.  Holidays ...................................... 26
        Section 10.3.  No Waiver, Cumulative Remedies ................ 26
        Section 10.4.  Amendments, Etc ............................... 26
        Section 10.5.  Costs and Expenses............................. 26
        Section 10.6.  Documentary Taxes ............................. 27
        Section 10.7.  Survival of Representations ................... 27
        Section 10.8.  Survival of Indemnities ....................... 27
        Section 10.9.  Notices........................................ 27
        Section 10.10  Personal Jurisdiction ......................... 28
        Section 10.11  Waiver of Jury Trial .......................... 28
        Section 10.12  Construction .................................. 29
        Section 10.13  Severability of Provisions..................... 29
        Section 10.14  Counterparts .................................. 29
        Section 10.15  Binding Nature, Governing Law, Etc. ........... 29

                                      -ii-



Signature............................................................. 30

Exhibit A - Term Note
Exhibit B - Borrowing Base Certificate
Exhibit C - Compliance Certificate
Exhibit D - Opinion of Counsel
Exhibit E - Opinion of SEC Counsel

                                     -iii-



                             FLOYD D. GOTTWALD, JR.
                              TERM LOAN AGREEMENT

XXXXXX
XXXXXX

Ladies and Gentlemen:

        The undersigned, Floyd D. Gottwald, Jr., an individual of Richmond,
Virginia (the "Borrower"), applies to you (the "Bank") for your commitment,
subject to the terms and conditions hereof and on the basis of the
representations and warranties hereinafter set forth, to extend a term credit to
the Borrower, all as more fully hereinafter set forth.

SECTION 1. THE TERM CREDIT.

        Section 1.1. Term Credit. Subject to the terms and conditions hereof,
the Bank agrees to extend a term credit (the "Term Credit") to the Borrower in
two tranches, Tranche A and Tranche B, which may be availed of by the Borrower
from time to time during the period from and including the date hereof to but
not including the Termination Date for the relevant Tranche, at which time the
commitment of the Bank to extend credit under such Tranche of the Term Credit
shall expire. No amount paid or prepaid on the Term Credit may be reborrowed.

        Section 1.2. Tranche A. Subject to the terms and conditions hereof,
Tranche A of the Term Credit shall be available to the Borrower at any one time
during the period from and including the date hereof to but not including the
Tranche A Termination Date. There shall be a maximum of one advance under
Tranche A, and Tranche A of the Term Credit may be utilized by the Borrower in
the form of a single loan (the "Tranche A Loan"), provided that the aggregate
principal amount of the Tranche A Loan outstanding at any one time shall not
exceed $22,000,000 (the "Tranche A Commitment") and provided further that the
Tranche A Loan shall not be made if the same would exceed the Tranche A
Borrowing Base as then determined and computed. The Tranche A Loan shall be in
an amount necessary to, and shall be used solely for, funding the Partnership
Loan. Any portion of the Tranche A Commitment not requested by the Borrower on
the occasion of such single advance shall thereupon automatically expire.

        Section 1.3. Tranche B. Subject to the terms and conditions hereof,
Tranche B of the Term Credit shall be available to the Borrower from time to
time during the period from and including the date hereof to but not including
the Tranche B Termination Date. Tranche B of the Term Credit may be utilized by
the Borrower in the form of Loans (individually a "Tranche B Loan" and
collectively the "Tranche B Loans"), provided that the aggregate principal
amount of Tranche B Loans outstanding at any one time shall not exceed
$6,000,000 (the "Tranche B Commitment") and provided further that no Tranche B
Loan shall be made unless additional Collateral consisting of Eligible
Securities (including Eligible Securities previously released from the Lien of
the Collateral Documents




pursuant to Section 4.5 hereof) is pledged under the Collateral Documents at
the time such Tranche B Loan is made with a Collateral Value (as then determined
and computed) equal to or greater than 200% of such Tranche B Loan. Each Tranche
B Loan shall be in an amount necessary to, and shall be used solely for,
repayment of all accrued and unpaid interest on the Loans and the closing fee
due under Section 3.1 hereof.

        Section 1.4. Loans Generally. Each Loan shall be in a minimum amount of
$20,000. Each Loan shall be made against and evidenced by a single promissory
note of the Borrower in the form (with appropriate insertions) attached hereto
as Exhibit A (the "Note") payable to the order of the Bank in the principal
amount of $28,000,000. The Note shall be dated the date of issuance thereof, be
expressed to bear interest as set forth in Section 2 hereof, and be expressed to
mature on the Maturity Date. Without regard to the principal amount of the Note
stated on its face, the actual principal amount at any time outstanding and
owing by the Borrower on account of the Note shall be the sum of all Loans made
under this Section less all payments of principal actually received by the Bank.

        Section 1.5. Manner and Disbursement of Loans. The Borrower shall give
written or telephonic notice to the Bank (which notice shall be irrevocable once
given and, if given by telephone, shall be promptly confirmed in writing) by no
later than 11:00 a.m. (XXX time) on the date the Borrower requests the Bank
to make a Loan hereunder. Each such notice shall specify the date of the Loan
requested (which must be a Business Day) and the amount of such Loan. Each Loan
shall initially constitute part of the Domestic Rate Portion except to the
extent the Borrower has otherwise timely elected as provided in Section 2
hereof. The Borrower agrees that the Bank may rely upon any written or
telephonic notice given by any person the Bank in good faith believes is an
Authorized Representative without the necessity of independent investigation
and, in the event any telephonic notice conflicts with the written confirmation,
such notice shall govern if the Bank has acted in reliance thereon. Subject to
the provisions of Section 7 hereof, the proceeds of each Loan shall be made
available to the Borrower at the principal office of the Bank in XXX, XXX in
immediately available funds.

SECTION 2. INTEREST AND CHANGE IN CIRCUMSTANCES.

        Section 2.1. Interest Rate Options. (a) Subject to all of the terms and
conditions of this Section 2, portions of the principal indebtedness evidenced
by the Note (all of the indebtedness evidenced by the Note bearing interest at
the same rate for the same period of time being hereinafter referred to as a
"Portion") may, at the option of the Borrower, bear interest with reference to
the Domestic Rate (the "Domestic Rate Portion") or with reference to an Adjusted
LIBOR ("LIBOR Portions") and Portions may be converted from time to time from
one basis to the other. All of the indebtedness evidenced by the Note which is
not part of a LIBOR Portion shall constitute a single Domestic Rate Portion. All
of the indebtedness evidenced by the Note which bears interest with reference to
a particular Adjusted LIBOR for a particular Interest Period shall constitute a
single LIBOR Portion. There shall not be more than six (6) LIBOR Portions
applicable to the Note outstanding at any one time. Anything contained herein to
the contrary notwithstanding, the obligation of the Bank to create, continue or
effect by conversion any LIBOR Portion shall be conditioned



                                      -2-




upon the fact that at the time no Default or Event of Default shall have
occurred and be continuing. The Borrower hereby promises to pay interest on each
Portion at the rates and times specified in this Section 2.

        (b)  Domestic Rate Portion. The Domestic Rate Portion shall bear
interest at the rate per annum equal at all times to the Domestic Rate as in
effect from time to time, provided that if the Domestic Rate Portion or any part
thereof is not paid when due (whether by lapse of time, acceleration or
otherwise) such Portion shall bear interest, whether before or after judgment,
until payment in full thereof at the rate per annum determined by adding 2% to
the interest rate which would otherwise be applicable thereto from time to time.
Interest on the Domestic Rate Portion shall be payable semi-annually on the last
day of each June and December in each year (commencing June 30, 1994) and at
maturity of the Note, and interest after maturity (whether by lapse of time,
acceleration or otherwise) shall be due and payable upon demand. Any change in
the interest rate on the Domestic Rate Portion resulting from a change in the
Domestic Rate shall be effective on the date of the relevant change in the
Domestic Rate.

        (c) LIBOR Portions. Each LIBOR Portion shall bear interest for each
Interest Period selected therefor at a rate per annum determined by adding
55/100 of 1% to the Adjusted LIBOR for such Interest Period, provided that if
any LIBOR Portion is not paid when due (whether by lapse of time, acceleration
or otherwise), such Portion shall bear interest, whether before or after
judgment, until payment in full thereof through the end of the Interest Period
then applicable thereto at the rate per annum determined by adding 2% to the
interest rate which would otherwise be applicable thereto, and effective at the
end of such Interest Period such LIBOR Portion shall automatically be converted
into and added to the Domestic Rate Portion and shall thereafter bear interest
at the interest rate applicable to the Domestic Rate Portion after default.
Interest on each LIBOR Portion shall be due and payable on the last day of each
Interest Period applicable thereto and, with respect to any Interest Period
applicable to a LIBOR Portion in excess of six (6) months, on the date occurring
every six (6) months after the date such Interest Period began and at the end of
such Interest Period, and interest after maturity (whether by lapse of time,
acceleration or otherwise) shall be due and payable upon demand. The Borrower
shall notify the Bank on or before 11:00 a.m. (XXX time) on the third
Business Day preceding the end of an Interest Period applicable to a LIBOR
Portion whether such LIBOR Portion is to continue as a LIBOR Portion, in which
event the Borrower shall notify the Bank of the new Interest Period selected
therefor, and in the event the Borrower shall fail to so notify the Bank, such
LIBOR Portion shall, as of and on the last day of the Interest Period applicable
thereto, (x) automatically be continued as a LIBOR Portion with a new Interest
Period of one (1) calendar month or (y) if the terms of this Agreement preclude
such a new LIBOR Portion, automatically be converted into and added to the
Domestic Rate Portion.

        Section 2.2. Minimum Amounts. Each LIBOR Portion shall be in a minimum
amount of $1,000,000.

        Section 2.3. Computation of Interest. All interest on the Note shall be
computed on the basis of a year of 360 days for the actual number of days
elapsed.

                                      -3 -



        Section 2.4. Manner of Rate Selection. The Borrower shall notify the
Bank (i) by 11:00 a.m. (XXX time) at least three (3) Business Days prior to
the date upon which the Borrower requests that any LIBOR Portion be created or
that any part of the Domestic Rate Portion be converted to a LIBOR Portion (each
such notice to specify in each instance the amount thereof and the Interest
Period selected therefor). If any request is made to convert a LIBOR Portion
into the Domestic Rate Portion available hereunder, such conversion shall only
be made so as to become effective as of the last day of the Interest Period
applicable thereto. All requests for the creation, continuance and conversion of
Portions under this Agreement shall be irrevocable. Such requests may be written
or oral and the Bank is hereby authorized to honor telephonic requests for
creations, continuances and conversions received by it from any person the Bank
in good faith believes to be an Authorized Representative without the necessity
of independent investigation, the Borrower hereby indemnifying the Bank from any
liability or loss ensuing from so acting.

        Section 2.5. Change of Law. Notwithstanding any other provisions of this
Agreement or the Note, if at any time the Bank shall determine in good faith
that any change in applicable laws, treaties or regulations or in the
interpretation thereof makes it unlawful for the Bank to create or continue to
maintain any LIBOR Portion, it shall promptly so notify the Borrower and the
obligation of the Bank to create, continue or maintain any such LIBOR Portion
under this Agreement shall terminate until it is no longer unlawful for the Bank
to create, continue or maintain such LIBOR Portion. The Borrower, on demand,
shall, if the continued maintenance of any such LIBOR Portion is unlawful,
thereupon prepay the outstanding principal amount of the affected LIBOR Portion,
together with all interest accrued thereon and all other amounts payable to the
Bank with respect thereto under this Agreement; provided, however, that the
Borrower may elect to convert the principal amount of the affected Portion into
another type of Portion available hereunder, subject to the terms and conditions
of this Agreement.

        Section 2.6. Unavailability of Deposits or Inability to Ascertain
Adjusted LIBOR. Notwithstanding any other provision of this Agreement or the
Note, if prior to the commencement of any Interest Period, the Bank shall
determine in good faith that deposits in the amount of any LIBOR Portion
scheduled to be outstanding during such Interest Period are not readily
available to the Bank in the relevant market or, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining Adjusted LIBOR, then the Bank shall promptly give notice thereof to
the Borrower and the obligations of the Bank to create, continue or effect by
conversion any such LIBOR Portion in such amount and for such Interest Period
shall terminate until deposits in such amount and for the Interest Period
selected by the Borrower shall again be readily available in the relevant market
or adequate and reasonable means exist for ascertaining Adjusted LIBOR, as the
case may be.

        Section 2.7. Taxes and Increased Costs. With respect to any LIBOR
Portion, if the Bank shall determine in good faith that any change after the
date hereof in any applicable law, treaty, regulation or guideline (including,
without limitation, Regulation D of the Board of Governors of the Federal
Reserve System) or any new law, treaty, regulation or guideline, or any
interpretation of any of the foregoing by any governmental authority


                                      -4-



charged with the administration thereof or any central bank or other fiscal,
monetary or other authority having jurisdiction over the Bank or its lending
branch or the LIBOR Portions contemplated by this Agreement (whether or not
having the force of law), shall:

        (i) impose, increase, or deem applicable any reserve, special deposit or
    similar requirement against assets held by, or deposits in or for the
    account of, or loans by, or any other acquisition of funds or disbursements
    by, the Bank which is not in any instance already accounted for in computing
    the interest rate applicable to such LIBOR Portion;

        (ii) subject the Bank, any LIBOR Portion or the Note to the extent it
    evidences such a Portion to any tax (including, without limitation, any
    United States interest equalization tax or similar tax however named
    applicable to the acquisition or holding of debt obligations and to the
    extent not caused by the Bank's neglect or misconduct any interest or
    penalties with respect thereto), duty, charge, stamp tax, fee, deduction or
    withholding in respect of this Agreement, any LIBOR Portion or the Note to
    the extent it evidences such a Portion, except such taxes as may be measured
    by the net income or gross receipts of the Bank or its lending branches and
    imposed by the jurisdiction, or any political subdivision or taxing
    authority thereof, in which the Bank is incorporated, in which the Bank's
    principal executive office or its lending branch is located or in which the
    Bank is managed or controlled;

        (iii) change the basis of taxation of payments of principal and interest
    due from the Borrower to the Bank hereunder or under the Note to the extent
    it evidences any LIBOR Portion (other than by a change in taxation of the
    net income-or gross receipts of the Bank or its lending branches); or

        (iv) impose on the Bank any penalty not caused by the Bank's neglect or
    misconduct with respect to the foregoing or any other condition regarding
    this Agreement, any LIBOR Portion or the Note to the extent it evidences any
    LIBOR Portion;

and the Bank shall determine in good faith that the result of any of the
foregoing is to increase the cost (whether by incurring a cost or adding to a
cost) to the Bank of creating or maintaining any LIBOR Portion hereunder or to
reduce the amount of principal or interest received or receivable by the Bank
(without benefit of, or credit for, any prorations, exemption, credits or other
offsets available under any such laws, treaties, regulations, guidelines or
interpretations thereof), then the Borrower shall pay on demand to the Bank from
time to time as specified by the Bank such additional amounts as the Bank shall
reasonably determine are sufficient to compensate and indemnify it for such
increased cost or reduced amount. If the Bank makes such a claim for
compensation, it shall provide to the Borrower a certificate setting forth the
computation of the increased cost or reduced amount as a result of any event
mentioned herein in reasonable detail and such certificate shall be conclusive
if reasonably determined. If the Bank receives any tax refund or credit which
the Bank determines, in its sole but reasonable discretion, is attributable to
taxes for which the Bank obtained compensation from the Borrower pursuant to
this Section 2.7, the Bank shall


                                      -5-





return to the Borrower such compensation to the extent of such refund or
credit, without interest.

        Section 2.8. Funding Indemnity. In the event the Bank shall incur any
loss, cost or expense (including, without limitation, any loss (including loss
of profit), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired by
the Bank to fund or maintain any LIBOR Portion or the relending or reinvesting
of such deposits or other funds or amounts paid or prepaid to the Bank) as a
result of:

        (i) any payment of a LIBOR Portion on a date other than the last day of
    the then applicable Interest Period for any reason, whether before or after
    default, and whether or not such payment is required by any provision of
    this Agreement; or

        (ii) any failure by the Borrower to create, borrow, continue or effect
    by conversion a LIBOR Portion on the date specified in a notice given
    pursuant to this Agreement (other than any such failure due to the
    termination of the Bank's obligation to create, continue or effect by
    conversion any LIBOR Portion by reason of the circumstances described in
    Section 2.6 hereof);

then upon the demand of the Bank, the Borrower shall pay to the Bank such amount
as will reimburse the Bank for such loss, cost or expense. If the Bank requests
such a reimbursement, it shall provide to the Borrower a certificate setting
forth the computation of the loss, cost or expense giving rise to the request
for reimbursement in reasonable detail and such certificate shall be conclusive
if reasonably determined.

        Section 2.9. Lending Branch. The Bank may, at its option, elect to make,
fund or maintain Portions of the Loans hereunder at such of its branches or
offices as the Bank may from time to time elect. To the extent reasonably
possible and requested by the Borrower, the Bank shall designate an alternate
branch or funding office with respect to the LIBOR Portions to avoid or reduce
any liability of the Borrower to the Bank under Section 2.7 hereof or to avoid
the unavailability of the LIBOR option under Section 2.6 hereof, so long as such
designation is not otherwise disadvantageous to the Bank in any respect which
the Bank in good faith deems material. The Borrower hereby agrees to pay all
reasonable expenses incurred by the Bank in utilizing another lending branch or
office pursuant to the second sentence of this Section.

        Section 2.10. Discretion of Bank as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, the Bank shall
be entitled to fund and maintain its funding of all or any part of the Note in
any manner it sees fit, it being understood, however, that for the purposes of
this Agreement all determinations hereunder (including, without limitation,
determinations under Sections 2.6, 2.7 and 2.8 hereof) shall be made as if the
Bank had actually funded and maintained each LIBOR Portion during each Interest
Period applicable thereto through the purchase of deposits in the relevant
market in the amount of such LIBOR Portion, having a maturity corresponding to
such Interest Period, and bearing an interest rate equal to the LIBOR Rate for
such Interest Period.

                                      -6-



SECTION 3. CLOSING FEE, PREPAYMENTS, TERMINATIONS AND APPLICATIONS.

        Section 3.1. Closing Fee. The Borrower shall pay to the Bank on the date
the Tranche A Loan is made a non-refundable closing fee in the amount of
$35,000.

        Section 3.2. Voluntary Prepayments. (a) The Borrower shall have the
privilege of prepaying without premium or penalty and in whole or in part (but
if in part, then in an amount not less than $50,000) the Domestic Rate Portion
of the Note at any time upon notice to the Bank prior to 11:00 a.m. (XXX
time) on the date fixed for prepayment.

        (b) The Borrower may prepay any LIBOR Portion of the Note in whole or in
part (but if in part, then in an amount not less than $50,000 or such greater
amount which is an integral multiple of $10,000), upon three (3) Business Days'
prior notice to the Bank (which notice shall be irrevocable once given, must be
received by the Bank no later than 11:00 a.m. (XXX time) on the third
Business Day preceding the date of such prepayment), and shall specify the
principal amount to be repaid; provided, however, that the outstanding principal
amount of any LIBOR Portion of the Note prepaid in part shall not be less than
$1,000,000 after giving effect to such prepayment. Any such prepayment shall be
effected by payment of the principal amount to be prepaid and any amount due the
Bank under Section 2.8 hereof.

        Section 3.3. Mandatory Prepayments (a) Loanable Value. The Borrower
covenants and agrees that if the principal amount outstanding on the Note shall
at any time be in excess of the Loanable Collateral Value as then determined and
computed, the Borrower shall, within five (5) Business Days after the Bank's
written demand, pay over to the Bank as and for a mandatory prepayment on the
Note, such amount as shall be necessary to reduce the unpaid principal balance
of the Note to 58% of the Collateral Value. Each such prepayment shall be
accompanied by any amount due to the Bank under Section 2.8 hereof.

        (b) Freely Tradable. The Borrower covenants and agrees that if at any
time the unpaid principal balance of the Note shall be in excess of the
Collateral Value (excluding for purposes of this Section 3.3(b), the shares of
common stock of First Colony and shares of Old Albemarle Stock described in
subsection (b) of the definition of "Freely Tradeable"), the Borrower shall,
within five (5) Business Days after the Bank's written demand, pay over the
amount of such excess to the Bank as and for a mandatory prepayment on the Note.
Each such prepayment shall be accompanied by any amount due to the Bank under
Section 2.8 hereof.

        (c) Pledge. In lieu of making a prepayment required by the foregoing
provisions of this Section, the Borrower may at its option deliver and pledge to
the Bank under and in accordance with the Collateral Documents, additional
Eligible Securities with such Market Value as will eliminate the excess which
gives rise to the need to make such prepayment, provided such pledge is effected
within the time such prepayment would otherwise be required. The additional
Eligible Securities so pledged shall be deemed Tranche A Collateral unless and
to the extent that at the time such Eligible Securities are so pledged, the

                                      -7-




Borrower designates the same in writing to the Bank as Tranche B Collateral for
any Tranche B Loan.

        Section 3.4. Place and Application of Payments. All payments of
principal, interest, fees and all other Obligations payable hereunder and under
the other Loan Documents shall be made to the Bank at its office at XXXXX XXXX
(or at such other place as the Bank may specify) no later than 11:00 a.m.
(XXX time) on the date any such payment is due and payable. Payments
received by the Bank after 11:00 a.m. (XXX time) shall be deemed received as
of the opening of business on the next Business Day. All such payments shall be
made in lawful money of the United States of America, in immediately available
funds at the place of payment, without setoff or counterclaim and without
reduction for, and free from, any and all present or future taxes, levies,
imposts, duties, fees, charges, deductions, withholdings, restrictions and
conditions of any nature imposed by any government or any political subdivision
or taxing authority thereof (but excluding any taxes imposed on or measured by
the net income or gross receipts of the Bank or its lending branches). Prior to
any Event of Default hereunder, all payments on the Note shall be applied
between the Tranches as the Borrower shall direct and in the absence of such
direction, shall be applied to the Loans in the order in which they were made.
After an Event of Default hereunder, payments on the Note shall be applied as
between the Tranches as the Bank shall elect. Unless the Borrower otherwise
directs, principal payments shall be applied first to the Domestic Rate Portion
until payment in full thereof, with any balance applied to the LIBOR Portions in
the order in which their Interest Periods expire.

        Section 3.5. Notations. All Loans made against the Note, the status of
all amounts evidenced by the Note as constituting part of the Domestic Rate
Portion or a LIBOR Portion, and the rates of interest and Interest Periods
applicable to such Portions shall be recorded by the Bank on its books and
records or, at its option in any instance, endorsed on a schedule to the Note
and the unpaid principal balance and status, rates and Interest Periods so
recorded or endorsed by the Bank shall be prima facie evidence in any court or
other proceeding brought to enforce the Note of the principal amount remaining
unpaid thereon, the status of the Loans evidenced thereby and the interest rates
and Interest Periods applicable thereto; provided that the failure of the Bank
to record any of the foregoing shall not limit or otherwise affect the
obligation of the Borrower to repay the principal amount of the Note together
with accrued interest thereon. Prior to any negotiation of the Note, the Bank
shall record on a schedule thereto the status of all amounts evidenced thereby
as constituting part of the Domestic Rate Portion or a LIBOR Portion and the
rates of interest and the Interest Periods applicable thereto.

SECTION 4. COLLATERAL.

        Section 4.1. Securities Collateral. The payment and performance of the
Obligations shall be secured by certain equity securities and certain other
assets and property of the Borrower and the Trust, in each case whether now
owned or held or hereafter acquired or arising, pursuant to that certain Pledge
and Security Agreement Re: Securities dated as of even date herewith, as the
same may be amended, modified or supplemented from time to time (the "Stock
Pledge Agreement").

                                      -8-



        Section 4.2. Partnership Loan. The payment and performance of the
Obligations shall be secured by the Borrower's pledge of the Partnership Loan,
pursuant to that certain Pledge and Security Agreement Re: Loan dated as of
even date herewith, as the same may be amended, modified or supplemented from
time to time (the "Loan Pledge Agreement").

        Section 4.3. Collateral Secures All Loans. Notwithstanding the
designation of Collateral as Tranche A Collateral or Tranche B Collateral, all
Collateral shall secure all Loans without preference or priority to one Loan
over any other Loan.

        Section 4.4. Further Assurances. The Borrower covenants and agrees that
it shall comply with and cause the Trust to comply with all terms and conditions
of each of the Collateral Documents and that the Borrower shall, at any time and
from time to time as requested by the Bank, execute and deliver and cause the
Trust to execute and deliver such further instruments and do such acts and
things as the Bank may deem necessary or desirable to provide for or protect or
perfect the Lien of the Bank in the Collateral.

        Section 4.5. Releases. At the Borrower's request, the Bank will release
its Lien on Eligible Securities if at the time of such release and immediately
after giving effect thereto, (i) no Default or Event of Default would occur or
be continuing and (ii) the principal amount outstanding on the Note would not
exceed the Borrowing Base. Unless otherwise agreed upon between the Bank and the
Borrower at their discretion, the Bank shall so release Eligible Securities such
that after giving effect to such release, the same percentage of the Market
Value of the Eligible Securities of each issuer pledged as Collateral as of the
time of such release (but in any event rounded to the nearest whole number of
shares) shall be released.

SECTION 5. DEFINITIONS; INTERPRETATION.

        Section 5.1. Definitions. The following terms when used herein shall
have the following meanings:

        "Adjusted LIBOR" means a rate per annum determined by the Bank in
accordance with the following formula:

                      Adjusted  LIBOR =            LIBOR
                                          100%-Reserve Percentage

"Reserve Percentage" means, for the purpose of computing Adjusted LIBOR, the
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental or other special reserves) imposed by the
Board of Governors of the Federal Reserve System (or any successor) under
Regulation D on Eurocurrency liabilities (as such term is defined in Regulation
D) for the applicable Interest Period as of the first day of such Interest
Period, but subject to any amendments to such reserve requirement by such Board
or its successor, and taking into account any transitional adjustments thereto
becoming effective during such Interest Period. For purposes of this definition,
LIBOR Portions shall be deemed to be Eurocurrency liabilities as defined in
Regulation D without benefit of or

                                      -9-



credit for prorations, exemptions or offsets under Regulation D. "LIBOR" means,
for each Interest Period, (a) the LIBOR Index Rate for such Interest Period, if
such rate is available, and (b) if the LIBOR Index Rate cannot be determined,
the arithmetic average of the rate of interest per annum (rounded upward, if
necessary, to the nearest l/lOOth of 1%) at which deposits in U.S. Dollars in
immediately available funds are offered to the Bank at 11:00 a.m. (London,
England time) two Business Days before the beginning of such Interest Period by
major banks in the interbank eurodollar market for a period equal to such
Interest Period and in an amount equal or comparable to the applicable LIBOR
Portion scheduled to be outstanding from the Bank during such Interest Period.
"LIBOR Index Rate" means, for any Interest Period, the rate per annum (rounded
upwards, if necessary, to the next higher one hundred-thousandth of a percentage
point) for deposits in U.S. Dollars for a period equal to such Interest Period
which appears on the Telerate Page 3750 as of 11:00 (London, England time) on
the date two Business Days before the commencement of such Interest Period.
"Telerate Page 3750" means the display designated as "Page 3750" on the Telerate
Service (or such other page as may replace Page 3750 on that service or such
other service as may be nominated by the British Bankers' Association as the
information vendor for the purpose of displaying British Bankers' Association
Interest Settlement Rates for U.S. Dollar deposits). Each determination of LIBOR
made by the Bank shall be conclusive and binding absent manifest error.

        "Agreement" means this Credit Agreement, as the same may be amended,
modified or restated from time to time in accordance with the terms hereof.

        "Albemarle Corporation" shall mean Albemarle Corporation, a Virginia
corporation.

        "Authorized Representative" means the Borrower, J. Judson Williams,
William M. Gottwald and each other individual so designated by the Borrower in a
written notice to the Bank.

        "Bank" is defined in the introductory paragraph hereof.

        "Borrower" is defined in the introductory paragraph hereof.

        "Borrowing Base" shall mean as of any time, 50% of the Collateral Value
as then determined and computed.

        "Business Day" means any day other than a Saturday or Sunday on which
the Bank is not authorized or required to close in XXX,XXX and, when
used with respect to LIBOR Portions, a day on which the Bank is also dealing in
United States Dollar deposits in London, England and Nassau, Bahamas.

        "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

        "Collateral" means all properties, rights, interests and privileges from
time to time subject to the Liens granted to the Bank by the Collateral
Documents.

                                      -10-



        "Collateral Documents" means the Stock Pledge Agreement, the Loan Pledge
Agreement and all other mortgages, deeds of trust, security agreements,
assignments, financing statements and other documents as shall from time to time
secure the Obligations.

        "Collateral Value" means as of any time, the sum of (i) the lesser of
(x) the unpaid principal balance of the Partnership Loan and (y) the Market
Value of the Eligible Securities securing the Partnership Loan and (ii) the
Market Value of any other Eligible Securities. In computing the Collateral
Value, (i) not more than 50% of such Collateral Value may be attributable to the
Eligible Securities of any one particular issuer, with the effect that any
Eligible Securities in excess of that limit have no Market Value for purposes of
computing such Collateral Value; (ii) Eligible Securities exceeding 9.5% of the
total outstanding shares of the Eligible Securities of such issuer shall have no
Market Value; (iii) the Collateral Value shall be computed only as against and
on so much of the Eligible Securities as are included on the certificates to be
furnished from time to time by the Borrower pursuant to Section 8.2(a) hereof
and, if required by the Bank pursuant to any of the terms hereof or any
Collateral Document, as verified by such other evidence required to be furnished
to the Bank pursuant hereto or pursuant to any such Collateral Document; and
(iv) upon the occurrence and during the continuation of any event specified in
the Partnership Loan Agreement as an "Event of Default" or of any event
described in subsections (f), (l) or (m) of Section 9.1 hereof, but with respect
to the Partnership, then the Eligible Securities securing the Partnership Loan
shall have no Collateral Value.

        "Commitment" means the Tranche A Commitment and the Tranche B
Commitment.

        "Control Stock Riders" shall mean each agreement furnished to the Bank
pursuant to Section 7.2(a)(vi) hereof.

        "Control Person" shall mean each individual executing a Control Stock
Rider.

        "Default" means any event or condition the occurrence of which would,
with the passage of time or the giving of notice, or both, constitute an Event
of Default.

        "Domestic Rate" means, for any day the rate of interest announced by the
Bank from time to time as its prime commercial rate, as in effect on such day,
it being understood and agreed such rate may not be the Bank's best or lowest
rate.

        "Domestic Rate Portion" is defined in Section 2.1(a) hereof.

        "Eligible Securities" shall mean each certificated equity security
listed on the New York Stock Exchange if and so long as:

        (a) such security is owned by the Borrower or the Trust or in the case
   of securities securing the Partnership Loan, is owned by the Partnership and
   pledged to the Borrower in accordance with the provisions hereof and of the
   relevant Collateral Documents;

                                      -11-



        (b) in the case of each security securing the Partnership Loan, such
security is subject to nonavoidable, valid and perfected, security interests in
favor of the Borrower and the Bank exclusively, and in the case of any other
security, such security is subject to a nonavoidable, valid and perfected, first
and only security interest in favor of the Bank;

        (c) each certificate evidencing such security has been delivered and
pledged to, and is in the possession and control of, the Bank, along with an
undated stock power or powers executed by the owner of such security with the
name of the transferee on such power left blank and such power otherwise in
compliance with the relevant Collateral Document and also along with a properly
completed and executed Federal Reserve Form U-l (provided that the certificates
evidencing the New Albemarle Stock and the related stock powers need not be
delivered until ten (10) days after the Tranche A Loan is made if the Bank has
received from the relevant pledgor a duly completed and executed agreement to
pledge such shares and such agreement is acceptable to the Bank as to form and
substance);

        (d) unless the Bank is acting as the stock transfer agent for the issuer
of such security, all of the securities evidenced by the certificate evidencing
such security have been pledged under the relevant Collateral Document to the
Bank;

        (e) each certificate evidencing such security has been specifically
identified (by at least the certificate number, the number of shares evidenced
thereby and the number of such shares intended to be pledged) on a schedule to
the appropriate Collateral Document pledging such security to the Bank or on a
duly completed and executed amendment to such schedule;

        (f) such security is Freely Tradable;

        (g) if such security has not been issued by a Principal Issuer or
Tredegar Industries, Inc., (i) such security is included within the so-called
"Standard & Poors Industrial 500" stock index or if such index is discontinued,
the most closely equivalent stock index and bankruptcy or similar insolvency
proceedings have not been instituted by or against the issuer of such security
or, alternatively, (ii) such security is otherwise acceptable to the Bank;

        (h) all representations and warranties contained in the Collateral
Documents with respect to such security are true and correct; and

        (i) the Bank shall have received such assurances of the foregoing (such
as opinions of counsel) as it shall reasonably request.

Any security which at any time fails to satisfy any of the above criteria shall
forthwith cease to be an Eligible Security.

        "Ethyl Corporation" shall mean Ethyl Corporation, a Virginia
corporation.

       "Event of Default" means any event or condition identified as such in
Section 9.1 hereof.

                                      -12-




        "First Colony" shall mean First Colony Corporation, a Virginia
corporation.

        "Freely Tradable" shall mean when used with respect to any equity
securities as of any time, such equity securities to the extent the same can
then be publicly sold in whole or in part at any time by the Bank in each case
without restriction and without registration under the 1933 Act, subject to the
following exceptions:

        (a) shares of common stock of Ethyl Corporation which are "restricted
securities" as defined in SEC Rule 144 but which have been acquired by the
Borrower or the Trust more than three years prior to the date such shares of
common stock of Ethyl Corporation are pledged under the Collateral Documents
shall be deemed "freely tradable";

        (b) for all purposes of this Agreement other than being included in the
definition of Eligible Securities in Section 3.3(b) hereof, shares of common
stock of First Colony and shares of the Old Albemarle Stock which are neither
deemed to be "restricted securities" as defined in SEC Rule 144 nor subject to
the holding period restrictions of SEC Rule 144(d), pursuant to "no-action"
letters to Ethyl Corporation from the staff of the SEC dated April 21, 1993 and
December 30, 1993, but which are subject to the other requirements of SEC Rule
144, shall be deemed "freely tradable";

        (c) for all purposes of this Agreement including Section 3.3(b) hereof,
shares of common stock of First Colony and shares of the Old Albemarle Stock
which have been owned by the Borrower or the Trust for more than three years
shall be deemed "freely tradable";

        (d) the New Albemarle Stock shall be deemed "freely tradable" after May
31, 1994 if (i) a registration statement complying with the requirements of the
1933 Act acceptable to the Bank in its discretion covering such securities has
been declared effective by the SEC on or before such May 31 date and (ii) the
Bank shall have received on or before such date a favorable opinion of counsel
reasonably acceptable to it as to the matters set forth on Exhibit E hereto.

        "Interest Period" means, with respect to (a) any LIBOR Portion, the
period commencing on, as the case may be, the creation, continuation or
conversion date with respect to such LIBOR Portion and ending one (1), two (2),
three (3), six (6) or twelve (12) months thereafter as selected by the Borrower
in its notice as provided herein; provided that all of the foregoing provisions
relating to Interest Periods are subject to the following:

        (i) if any Interest Period would otherwise end on a day which is not a
   Business Day, that Interest Period shall be extended to the next succeeding
   Business

                                      -13-




   Day, unless in the case of an Interest Period for a LIBOR Portion the
   result of such extension would be to carry such Interest Period into
   another calendar month in which event such Interest Period shall end on the
   immediately preceding Business Day;

        (ii) no Interest Period may extend beyond the Maturity Date; and

        (iii) the interest rate to be applicable to each Portion for each
   Interest Period shall apply from and including the first day of such Interest
   Period to but excluding the last day thereof.

For purposes of determining an Interest Period, a month means a period starting
on one day in a calendar month and ending on a numerically corresponding day in
the next calendar month, provided, however, if an Interest Period begins on the
last day of a month or if there is no numerically corresponding day in the month
in which an Interest Period is to end, then such Interest Period shall end on
the last Business Day of such month.

        "LIBOR Portions" is defined in Section 2.1(a) hereof.

        "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, capitalized lease or other title
retention arrangement.

        "Liquid Assets" shall mean cash, cash equivalents (such as United States
government securities, commercial paper, certificates of deposit and interests
in money market funds investing primarily in the same), Freely Tradable equity
securities and cash surrender value of life insurance maintained on the life of
the Borrower on which the Borrower's estate is the sole beneficiary.

        "Loans" means the Tranche A Loan and Tranche B Loans, collectively, and
a "Loan" shall mean any of the foregoing.

        "Loan Documents" means this Agreement, the Note, and the Collateral
Documents.

        "Loan Pledge Agreement" is defined in Section 4.2 hereof.

        "Loanable Collateral Value" shall mean as of any time, 65% of the
Collateral Value as then determined and computed.

        "Market Value" of any security means as of any time the same is to be
computed, (i) if the security shall at the time be listed on the New York Stock
Exchange or another national securities exchange, the mean (adjusted, if
necessary, to the next higher full cent to eliminate any fractional cent)
between the high and low reported sales prices per share or other appropriate
unit for such security on such exchange as of the most recent preceding Business
Day (within the last ten Business Days), or if there were no reported
transactions in such security on such exchange within the last ten Business
Days, the mean (adjusted as aforesaid) between the reported bid and asked prices
for such security on such exchange as

                                      -14-




of the close of the most recent preceding business day (within the last ten
Business Days) for which such prices are available or (ii) if the security is
not at the time so listed or admitted to unlisted trading privileges on a
national securities exchange, zero.

        "Maturity Date" means April 30, 1998 or such earlier date on which the
Commitment is terminated in whole pursuant to Section 9.2 or 9.3 hereof.

        "New Albemarle Stock" shall mean the shares of common stock purchased by
the Partnership from Albemarle Corporation out of the proceeds of, and pledged
by the Partnership to secure, the Partnership Loan.

        "1933 Act" shall mean the Securities Act of 1933, as amended.

        "1934 Act" shall mean the Securities Exchange Act of 1934.

        "Note" is defined in Section 1.4 hereof.

        "Obligations" means all obligations of the Borrower to pay principal and
interest on the Loans, all fees and charges payable hereunder, and all other
payment obligations of the Borrower arising under or in relation to any Loan
Document, in each case whether now existing or hereafter arising, due or to
become due, direct or indirect, absolute or contingent, and howsoever evidenced,
held or acquired.

        "Old Albemarle Stock" shall mean the shares of the common stock of
Albemarle Corporation issued to the Borrower or the Trust in connection with the
Spinoff.

        "Partnership" shall mean Westham Partners, L.P., a Virginia limited
partnership with a majority of its partners being individuals related to the
Borrower and affiliated entities.

        "Partnership Loan" shall mean a loan by the Borrower to the Partnership
substantially concurrently with, in an amount not less than, and (to the extent
not funded with other monies of the Borrower) funded out of the proceeds of, the
Tranche A Loan if and so long as (i) the Spinoff has occurred, (ii) the proceeds
of such loan are used to acquire common stock issued by Albemarle Corporation,
(iii) the Partnership secures such loan by pledging to the Borrower all the
common stock of Albemarle Corporation so acquired with the proceeds of such loan
and certain other Eligible Securities, (iv) such loan is evidenced by a
promissory note in a face principal amount not less than the original principal
sum of the loan and containing the Partnership's promise not to assert against
any payee or pledgee of the note, any right of setoff against amounts owing on
such note, (v) such loan bears interest at a rate not less than the rate of
interest payable on the Loans, (vi) no payment or prepayment (absent
acceleration) of principal is required on such loan prior to the Maturity Date,
(vii) such loan is subject to immediate acceleration (at the option of the payee
or pledgee or other holder of the note evidencing such loan) upon, among other
things, the occurrence of any Event of Default hereunder and (viii) such loan is
pursuant to documentation, containing payment terms, maturities, amortization
schedules, covenants,

                                      -15-



defaults, remedies and other material terms in form and substance satisfactory
to the Bank in its discretion.

        "Person" means an individual, partnership, corporation, association,
trust, unincorporated organization or any other entity organization,, including
a government or agency or political subdivision thereof.

        "Portion" is defined in Section 2.l(a) hereof.

        "Principal Issuers" means Albemarle Corporation, Ethyl Corporation and
First Colony.

        "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

        "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System and any successor regulation, in each case, as in effect
from time to time.

        "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System and any successor regulation, in each case, as in effect
from time to time.

        "Reorganization Agreement" means the Reorganization and Distribution
Agreement dated as of February 28, 1994 between Ethyl Corporation and Albemarle
Corporation.

        "SEC" shall mean the Securities and Exchange Commission.

        "Spinoff" shall mean the transfer by Ethyl Corporation to Albemarle
Corporation on or about the close of business on February 28, 1994 of all or
substantially all of the assets comprising the olefins and derivatives, bromine
chemicals and specialty chemicals businesses previously conducted by Ethyl
Corporation and the distribution by Ethyl Corporation pro rata to the holders of
its common stock of all of the outstanding common stock of Albemarle
Corporation, all as more particularly described in the Reorganization Agreement.

        "Stock Pledge Agreement" is defined in Section 4.1 hereof.

        "Term Credit" is defined in Section 1.1 hereof.

        "Termination Date" means the Tranche A Termination Date or the Tranche B
Termination Date.

        "Tranche A Borrowing Base" shall mean as of any time the portion of the
Borrowing Base attributable to Tranche A Collateral.

        "Tranche B Borrowing Base" shall mean with respect to any Tranche B
Loan, as of any time the portion of the Borrowing Base attributable to the
Tranche B Collateral for such Tranche B Loan.

                                      -16-



        "Tranche A Collateral" shall mean the Eligible Securities pledged at
the time the Tranche A Loan is made and any other Eligible Securities that are
not Tranche B Collateral.

        "Tranche B Collateral" shall mean with respect to any Tranche B Loan,
the additional Eligible Securities pledged to comply with Section 1.3 hereof at
the time such Tranche B Loan is made and any additional Eligible Securities
subsequently pledged to the Bank under the Collateral Documents (whether or not
in substitution for other Eligible Securities) which the Borrower designates in
writing to the Bank at the time of their pledge as Tranche B Collateral for such
Tranche B Loan.

        "Tranche A Commitment" is defined in Section 1.2.

        "Tranche B Commitment" is defined in Section 1.3.

        "Tranche A Termination Date" means June 30, 1994, or such earlier date
on which the Commitment is terminated in whole pursuant to Section 9.2 or 9.3
hereof.

        "Tranche B Termination Date" means April 30, 1998 or such earlier date
on which the Commitment is terminated in whole pursuant to Section 9.2 or 9.3
hereof.

        "Trust" shall mean the Trust established under the Trust Agreement.

        "Trust Agreement" shall mean the Trust Agreement dated June 24, 1992
between the Borrower, as grantor, and the Trustees, as restated by an instrument
dated January 13, 1993 and as amended by an instrument dated May 2, 1994.

        "Trustees" shall mean William M. Gottwald, James T. Gottwald, John D.
Gottwald and the Borrower, not personally but as trustees, under the
Trust Agreement.

        "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of
ERISA.

        Section 5.2. Interpretation. The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof", "herein", and "hereunder" and words of like import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. All references to time of day herein are references
to XXX, XXX time unless otherwise specifically provided.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Bank as follows:

        Section 6.1. Validity of Borrower's Loan Documents. The Loan Documents
delivered by the Borrower constitute valid and binding obligations of the
Borrower enforceable in accordance with their terms except as enforceability may
be limited by

                                      -17-



bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
creditors' rights generally and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law); and this Agreement and the other Loan Documents do not, nor
does the performance or observance by the Borrower of any of the matters and
things herein or therein provided for, contravene or constitute a default under
any provision of law or any judgment, injunction, order or decree binding upon
the Borrower or any covenant, indenture or agreement of or affecting the
Borrower or any of his Properties, or result in the creation or imposition of
any Lien on any Property of the Borrower (other than the Lien created by the
Collateral Documents).

        Section 6.2. Validity of Trust's Loan Documents. The Trust is a duly
constituted and validly existing inter vivos trust under the laws of the
Commonwealth of Virginia and is governed in accordance with the Trust Agreement
and the laws of the Commonwealth of Virginia. During the Borrower's lifetime,
the Borrower has the sole and exclusive power to amend, terminate and revoke the
Trust Agreement, remove trustees and appoint successor or additional trustees.
The Trustees are the sole trustees of the Trust and have been duly appointed as
such. The Borrower is the sole beneficiary of the Trust during his lifetime. Any
one or more Trustees, without the consent or joinder of any beneficiary,
contingent beneficiary or any other Person, have the full legal capacity, power
and authority and the unconditional right, in its respective capacity as
trustee, to execute and deliver the Loan Documents to which the Trustees are
party or by which the Trustees are bound and to grant to the Bank the Lien on
the Collateral contemplated thereby. The Trust's assets are subject, during the
Borrower's lifetime and upon his death, to the payment of the Obligations. The
Trust Agreement contains no provisions inconsistent with the foregoing. The
execution and delivery by each Trustee of the Loan Documents to which any
Trustee is party or by which the Trustees are bound and each Trustee's
performance of each Trustee's obligations under such Loan Documents and their
actions in consummating the transactions contemplated thereby have been duly
authorized by all requisite action required under the Trust Agreement and
applicable law. The copy of the Trust Agreement heretofore delivered to the Bank
is true, correct and complete and in all respects what it purports to be and has
not been modified or amended in any respect (except for amendments embodied in
written agreements delivered to the Bank).

        Section 6.3. Federal Reserve Board Margin Regulations. The Borrower is
not engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System). Each Federal Reserve Form U-1
furnished to the Bank as required by this Agreement is true and correct. The
making of Loans hereunder does not violate the provisions of Regulation U or
Regulation X.

        Section 6.4. Financial Reports. The balance sheet of the Borrower as at
December 29, 1993, heretofore furnished to the Bank, fairly presents the
financial condition of the Borrower as at said date and for the period then
ended in conformity with sound accounting principles applied on a consistent
basis. The Borrower has no contingent liabilities which are material to him
other than as indicated on such financial statements or,

                                      -18-



with respect to future periods, on the financial statements furnished pursuant
to Section 8.2 hereof.

        Section 6.5. No Material Adverse Change. Since December 29, 1993, there
has been no change in the financial condition of the Borrower except those
occurring in the ordinary course of business, none of which individually or in
the aggregate have been materially adverse.

        Section 6.6. Litigation and Other Controversies. There is no litigation
or governmental proceeding or labor controversy pending, nor to the knowledge of
the Borrower threatened, against the Borrower or challenging the validity or
propriety of the Spinoff in each case which if adversely determined would (a)
impair the validity or enforceability of, or impair the ability of the Borrower
to perform its obligations under, this Agreement or any other Loan Document or
(b) result in any material adverse change in the financial condition,
Properties, business or operations of the Borrower.

        Section 6.7. Taxes. All tax returns required to be filed by the Borrower
in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees
and other governmental charges upon the Borrower or upon his Properties or
income which are shown to be due and payable in such returns, have been paid.

        Section 6.8. Approvals. No authorization, consent, license, or exemption
from, or filing or registration with, any court or governmental department,
agency or instrumentality, nor any approval or consent of any other Person, is
or will be necessary to the valid execution, delivery or performance by the
Borrower of this Agreement or any other Loan Document (other than the filing of
financing statements in connection with the Collateral Documents).

        Section 6.9. No Default. No Default or Event of Default has occurred and
is continuing.

SECTION 7. CONDITIONS PRECEDENT.

        The obligation of the Bank to make any Loan under this Agreement is
subject to the following conditions precedent:

        Section 7.1. All Advances. As of the time of the making of each Loan
(including the initial Loan) hereunder (it being understood and agreed that the
conversion of a Portion of the Note into another Portion, and the continuation
of any Portion, shall not be deemed the making of a Loan for purposes of this
Section 7.1):

        (a) each of the representations and warranties set forth in Section 6
hereof and in the other Loan Documents shall be true and correct as of such
time, except to the extent the same expressly relate to an earlier date;

                                      -19-





        (b) the Borrower shall be in full compliance with all of the terms and
   conditions of this Agreement and of the other Loan Documents, and no Default
   or Event of Default shall have occurred and be continuing or would occur as a
   result of making such extension of credit;

        (c) such Loan, in the case of the Tranche A Loan, would not exceed the
   Tranche A Borrowing Base as then determined and computed, and in the case of
   a Tranche B Loan, such Loan would not exceed the Tranche B Borrowing Base as
   then determined and computed for such Tranche B Loan;

        (d) such Loan would not violate Regulation U or Regulation X; and

        (e) such extension of credit shall not violate any other order, judgment
   or decree of any court or other authority or any provision of law or
   regulation applicable to the Bank.

The Borrower's request for any Loan shall constitute its warranty as to the
foregoing effects.

        Section 7.2. Initial Advance. At or prior to the making of the initial
extension of credit hereunder, the following conditions precedent shall also
have been satisfied:

        (a) the Bank shall have received the following (each to be properly
executed and completed) and the same shall have been approved as to form and
substance by the Bank:

            (i) the Note;

           (ii) the Stock Pledge Agreement;

          (iii) the Loan Pledge Agreement;

           (iv) certificates evidencing each security pledged and delivered
     concurrently with the extension of such credit, together with a properly
     completed and executed undated stock power for each such certificate, with
     the name of the transferee on such power left blank (provided that the
     certificates evidencing the New Albemarle Stock and the related stock
     powers need not be delivered prior to such initial credit if the Bank has
     received from the relevant pledgor a duly completed and executed agreement
     to pledge such shares and such agreement is acceptable to the Bank as to
     form and substance);

            (v) a properly completed and executed Federal Reserve Form U-1; and

           (vi) agreements from William M. Gottwald, John D. Gottwald and James
     T. Gottwald to hold, and refrain from disposing of, in each case after

                                      -20-





     any Default or Event of Default hereunder, their common stock of the 
     Principal Issuers;

        (b) the Bank shall have received the closing fee called for hereby;

        (c) the Bank shall have received such valuations and certifications as
it may require in order to satisfy itself as to the value of the Collateral, the
financial condition of the Borrower, and the lack of material contingent
liabilities of the Borrower;

        (d) the Spinoff shall have occurred and the Bank shall have received
such assurances as are reasonably satisfactory to it to confirm such occurrence;

        (e) there shall be no challenge to the validity or propriety of the
Spinoff, and the Bank shall have received assurances reasonably satisfactory to
it of the foregoing;

        (f) arrangements reasonably satisfactory to the Bank have been made to
assure that the proceeds of the Tranche A Loan will be used as contemplated by
this Agreement to fund the Partnership Loan;

        (g) at least $11,000,000 of the Borrowing Base shall consist of Eligible
Securities issued by Ethyl Corporation, at least $11,000,000 of the Borrowing
Base shall consist of Eligible Securities issued by First Colony, at least
$22,000,000 of the Borrowing Base shall consist of Eligible Securities
consisting of the New Albemarle Stock, and the Bank shall have received
assurances reasonably satisfactory to it of the foregoing;

        (h) legal matters incident to the execution and delivery of this
Agreement and the other Loan Documents and to the transactions contemplated
hereby shall be satisfactory to the Bank and its counsel; and the Bank shall
have received the favorable written opinion of counsel for the Borrower in the
form of Exhibit D hereto;

        (i) the Bank shall have received a Borrowing Base certificate in the
form attached hereto as Exhibit B showing the computation of the Borrowing Base
in reasonable detail as of the close of business not earlier than ten (10) days
prior to the making of the initial extension of credit hereunder;

        (j) the Liens granted to the Bank under the Collateral Documents shall
have been perfected in a manner satisfactory to the Bank and its counsel; and

        (k) such other agreements, instruments, documents, certificates and
opinions as the Bank may reasonably request.

                                      -21-




SECTION 8. COVENANTS.

        The Borrower agrees that, so long as any credit is available to or in
use by the Borrower hereunder, except to the extent compliance in any case or
cases is waived in writing by the Bank:

        Section 8.1. Taxes and Assessments. The Borrower shall duly pay and
discharge all taxes, rates, assessments, fees and governmental charges upon or
against him or his Properties, in each case before the same become delinquent
and before penalties accrue thereon, unless and to the extent that the same are
being contested in good faith and by appropriate proceedings which prevent
enforcement of the matter under contest and adequate reserves are provided
therefor.

        Section 8.2. Financial Reports. The Borrower shall furnish to the Bank
and its duly authorized representatives such information respecting the
financial condition of the Borrower as the Bank may reasonably request; and
without any request, shall furnish to the Bank:

             (a) as soon as available, and in any event within thirty (30) days
   after the last day of each calendar quarter, a Borrowing Base certificate in
   the form attached hereto as Exhibit B showing the computation of the
   Borrowing Base in reasonable detail as of the close of business on the last
   day of such month, prepared and certified to by the Borrower;

             (b) as soon as available, and in any event within thirty (30) days
   after the close of each calendar year, a copy of the personal statement of
   assets and liabilities (including guaranties and endorsements) of the
   Borrower as of the close of such year, prepared and certified to by the
   Borrower in accordance with sound accounting practices consistently applied
   and in reasonable detail showing in comparative form the figures for the
   previous year;

             (c) as soon as available, and in any event not later than thirty
   (30) days after being filed with the Internal Revenue Service, a complete
   copy of the Borrower's federal income tax return for the immediately
   preceding year;

             (d) in the event a payment is required under Section 3.3 hereof by
   reason of a decline in the Market Value of Eligible Securities of any one
   issuer of more than 25% during any one day, the Borrower shall as soon as
   possible and in any event within two (2) Business Days of the Bank's request
   furnish the Bank a list identifying (in reasonable detail, by at least the
   issuer, number of shares and certificate numbers) the equity securities (if
   any) which will be pledged pursuant to Section 3.3 hereof in response to such
   event; and

             (e) promptly after knowledge thereof shall have come to the
   attention of the Borrower, written notice of any threatened or pending
   litigation or governmental proceeding against the Borrower which, if
   adversely determined, would adversely

                                      -22-





   affect the financial condition or Properties of the Borrower or of the
   occurrence of any Default or Event of Default hereunder.

Each of the financial statements furnished to the Bank pursuant to subsection
(b) of this Section shall be accompanied by a written certificate in the form
attached hereto as Exhibit C signed by an Authorized Representative of the
Borrower to the effect that to the best of the Borrower's knowledge and belief
no Default or Event of Default has occurred during the period covered by such
statements or, if any such Default or Event of Default has occurred during such
period, setting forth a description of such Default or Event of Default and
specifying the action, if any, taken by the Borrower to remedy the same. Such
certificate shall also set forth the calculations supporting such statements in
respect of Section 8.3 of this Agreement.

        Section 8.3. Asset Maintenance. The Borrower shall at all times maintain
its total assets in an amount more than $25,000,000 in excess of its liabilities
(excluding liabilities owed to the Bank) and will at all times own Liquid Assets
free and clear of any Lien in an amount of at least $25,000,000.

        Section 8.4. Liens. The Borrower shall not, and shall not permit the
Trustees to, create, incur or permit to exist any lien of any kind on any
Collateral; provided, however, that this Section shall not apply to nor operate
to prevent the Liens granted in favor of the Bank by the Collateral Documents
and the Liens granted by the Partnership to the Borrower (and assigned to the
Bank) as security for the Partnership Loan.

        Section 8.5. Sales. The Borrower shall not, and shall not permit the
Trustees to, sell, transfer, lease or otherwise dispose of the Collateral.

        Section 8.6. Trust. The Borrower shall preserve and maintain the valid
existence of the Trust in the jurisdiction of its constitution.

SECTION 9. EVENTS OF DEFAULT AND REMEDIES.

        Section 9.1. Events of Default. Any one or more of the following shall
constitute an "Event of Default " hereunder:

        (a) default for more than five (5) Business Days in the payment when due
   of all or any part of the principal of or interest on the Note (whether at
   the stated maturity thereof or at any other time provided for in this
   Agreement) or of any fee or other Obligation payable by the Borrower
   hereunder or under any other Loan Document; or

        (b) default in the observance or performance of any covenant set forth
   in Sections 8.3, 8.4 or 8.5 hereof or of any provision of any Collateral
   Document requiring the Borrower to remit to the Bank, or prohibiting the
   Borrowing from using, any proceeds of Collateral; or

                                      -23-




        (c) default in the observance or performance of any other provision
   hereof or of any other Loan Document which is not remedied within thirty (30)
   days after the earlier of (i) the date on which such failure shall first
   become known to the Borrower or (ii) written notice thereof is given to the
   Borrower by the Bank; or

        (d) any representation or warranty made by the Borrower herein or in any
   other Loan Document, or in any statement or certificate furnished by it
   pursuant hereto or thereto, or in connection with any extension of credit
   made hereunder, proves untrue in any material respect as of the date of the
   issuance or making thereof; or

        (e) any event occurs or condition exists (other than those described in
   subsections (a) through (d) above) which is specified as an event of default
   under any of the other Loan Documents, or any of the Loan Documents shall for
   any reason not be or shall cease to be in full force and effect, or any of
   the Loan Documents is declared to be null and void, or any of the Collateral
   Documents shall for any reason fail to create a valid and perfected first
   priority Lien in favor of the Bank in any Collateral purported to be covered
   thereby except as expressly permitted by the terms thereof; or

        (f) default shall occur under any evidence of indebtedness for borrowed
   money aggregating $500,000 or more issued, assumed or guaranteed by the
   Borrower or under any indenture, agreement or other instrument under which
   the same may be issued, and such default shall continue for a period of time
   sufficient to permit the acceleration of the maturity of any such
   indebtedness for borrowed money (whether or not such maturity is in fact
   accelerated) or any such indebtedness for borrowed money aggregating $500,000
   or more shall not be paid when due (whether by lapse of time, acceleration or
   otherwise); or

        (g) any judgment or judgments, writ or writs, or warrant or warrants of
   attachment, or any similar process or processes in an aggregate amount in
   excess of $1,000,000 shall be entered or filed against the Borrower or
   against any of its Property and which remains unvacated, unbonded, unstayed
   or unsatisfied for a period of thirty (30) days; or

        (h) any Control Person shall purport to disavow, revoke, terminate or
   repudiate, or otherwise fail to perform his obligations under, his Control
   Stock Rider; or

        (i) Albemarle Corporation or First Colony shall fail to make any filing
   required of it under the 1934 Act; or

        (j) there shall occur any modification or amendment of any term of the
   Trust Agreement which would have a material adverse effect on the financial
   condition or Property of the Trust or which would be disadvantageous in any
   material respect to the Bank; or

                                      -24-



        (k) the Borrower shall cease at any time and for any reason, other than
   death or incapacity, to constitute a trustee of the Trust; or

        (l) the Borrower shall (i) have entered involuntarily against it an
   order for relief under the United States Bankruptcy Code, as amended, (ii)
   not pay, or admit in writing its inability to pay, its debts generally as
   they become due, (iii) make an assignment for the benefit of creditors, (iv)
   apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
   custodian, trustee, examiner, liquidator or similar official for it or any
   substantial part of its Property, (v) institute any proceeding seeking to
   have entered against it an order for relief under the United States
   Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking
   dissolution, winding up, liquidation, reorganization, arrangement, adjustment
   or composition of it or its debts under any law relating to bankruptcy,
   insolvency or reorganization or relief of debtors or fail to file an answer
   or other pleading denying the material allegations of any such proceeding
   filed against it, or (vi) fail to contest in good faith any appointment or
   proceeding described in Section 9.1(m) hereof; or

        (m) a custodian, receiver, trustee, examiner, liquidator or similar
   official shall be appointed for the Borrower or any substantial part of any
   of its respective Property, or a proceeding described in Section 9.1(l)(v)
   shall be instituted against the Borrower, and such appointment continues
   undischarged or such proceeding continues undismissed or unstayed for a
   period of sixty (60) days.

        Section 9.2. Non-Bankruptcy Defaults. When any Event of Default
described in subsection (a) through (k), both inclusive, of Section 9.1 has
occurred and is continuing, the Bank may, by notice to the Borrower, take one or
more of the following actions:

        (a) terminate the obligation of the Bank to extend any further credit
   hereunder on the date (which may be the date thereof) stated in such notice;

        (b) declare the principal of and the accrued interest on the Note to be
   forthwith due and payable and thereupon the Note, including both principal
   and interest and all fees, charges and other Obligations payable hereunder
   and under the other Loan Documents, shall be and become immediately due and
   payable without further demand, presentment, protest or notice of any kind;
   and

        (c) enforce any and all rights and remedies available to it under the
   Loan Documents or applicable law.

        Section 9.3. Bankruptcy Defaults. When any Event of Default described in
subsection (l) or (m) of Section 9.1 has occurred and is continuing, then the
Note, including both principal and interest, and all fees, charges and other
Obligations payable hereunder and under the other Loan Documents, shall
immediately become due and payable without presentment, demand, protest or
notice of any kind, and the obligation of the Bank to extend further credit
pursuant to any of the terms hereof shall immediately terminate. In addition,

                                      -25-




the Bank may exercise any and all remedies available to it under the Loan
Documents or applicable law.

SECTION 10. MISCELLANEOUS.

        Section 10.1. Holidays. If any payment hereunder becomes due and payable
on a day which is not a Business Day, the due date of such payment shall be
extended to the next succeeding Business Day on which date such payment shall be
due and payable. In the case of any payment of principal falling due on a day
which is not a Business Day, interest on such principal amount shall continue to
accrue during such extension at the rate per annum then in effect, which accrued
amount shall be due and payable on the next scheduled date for the payment of
interest.

        Section 10.2. No Waiver, Cumulative Remedies. No delay or failure on the
part of the Bank or on the part of the holder of the Obligations in the exercise
of any power or right shall operate as a waiver thereof or as an acquiescence in
any default, nor shall any single or partial exercise of any power or right
preclude any other or further exercise thereof or the exercise of any other
power or right. The rights and remedies hereunder of the Bank and of the holder
of the Obligations are cumulative to, and not exclusive of, any rights or
remedies which any of them would otherwise have.

        Section 10.3. Amendments, Etc. No amendment, modification, termination
or waiver of any provision of this Agreement or of any other Loan Document, nor
consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank. No notice
to or demand on the Borrower in any case shall entitle the Borrower to any other
or further notice or demand in similar or other circumstances.

        Section 10.4. Costs and Expenses. The Borrower agrees to pay on demand
the costs and expenses of the Bank in connection with the recording or filing of
this Agreement, the other Loan Documents and the other instruments and documents
to be delivered hereunder or thereunder, and in connection with any consents
hereunder or waivers or amendments hereto or thereto, including the fees and
expenses of Messrs. Chapman and Cutler, counsel for the Bank, with respect to
all of the foregoing (whether or not the transactions contemplated hereby are
consummated). The Borrower further agrees to pay to the Bank or any other holder
of the Obligations all costs and expenses (including court costs and attorneys'
fees), if any, incurred or paid by the Bank or any other holder of the
Obligations in connection with any Default or Event of Default or in connection
with the enforcement of this Agreement or any of the other Loan Documents or any
other instrument or document delivered hereunder or thereunder. The Borrower
further agrees to indemnify the Bank, and any security trustee, and their
respective directors, officers and employees (the Bank and such other parties
each being hereinafter referred to individually as an "Indemnified Party"),
against all losses, claims, damages, penalties, judgments, liabilities and
expenses (including, without limitation, all expenses of litigation or
preparation therefor, whether or not the indemnified Person is a party thereto)
which any of them may pay or incur arising out of or relating to any Loan
Document or any of the transactions contemplated thereby or

                                      -26-




the direct or indirect application or proposed application of the proceeds of
any extension of credit made available hereunder, other than those which arise
from the gross negligence or willful misconduct of an Indemnified Party. The
Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any
legal or other expenses incurred in connection with investigating or defending
against any of the foregoing except if the same is directly due to the gross
negligence or willful misconduct of an Indemnified Party. The obligations of the
Borrower under this Section shall survive the termination of this Agreement.

        Section 10.5. Documentary Taxes. The Borrower agrees to pay on demand
any documentary, stamp or similar taxes payable in respect of this Agreement or
any other Loan Document, including interest and penalties not caused by the
Bank's neglect or misconduct, in the event any such taxes are assessed,
irrespective of when such assessment is made and whether or not any credit is
then in use or available hereunder.

        Section 10.6. Survival of Representations. All representations and
warranties made herein or in any of the other Loan Documents or in certificates
given pursuant hereto or thereto shall survive the execution and delivery of
this Agreement and the other Loan Documents, and shall continue in full force
and effect with respect to the date as of which they were made as long as any
credit is in use or available hereunder.

        Section 10.7. Survival of Indemnities. All indemnities and other
provisions relative to reimbursement to the Bank of amounts sufficient to
protect the yield of the Bank with respect to the Loans, including, but not
limited to, Sections 2.7 and 2.8 hereof, shall survive the termination of this
Agreement and the payment of the Note.

        Section 10.8. Notices. Except as otherwise specified herein, all notices
hereunder shall be in writing (including cable or telecopy) and shall be given
to the relevant party at its address or telecopier number set forth below, or
such other address, telecopier number or telex number as such party may
hereafter specify by notice to the other given by United States certified or
registered mail, by telecopy or by other telecommunication device capable of
creating a written record of such notice and its receipt. Notices hereunder
shall be addressed:

                        to the Borrower at:
                        Floyd Gottwald, Jr.
                        c/o Ethyl Corporation
                        330 South Fourth Street
                        Richmond, Virginia 23217
                        Attention: J. Judson Williams
                        Telephone: (804) 788-5605
                        Telecopy: (804) 788-5688

                                      -27-



                        to the Bank at:
                        XXXXXXXX
                        XXXXXXXX
                        XXXXXXXX
                        Attention: XXXXX
                        Telephone: XXXXX
                        Telecopy:  XXXXX

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section and a confirmation of such telecopy has been received
by the sender, (ii) if given by mail, five (5) days after such communication is
deposited in the mail, certified or registered with return receipt requested,
addressed as aforesaid or (iii) if given by any other means, when delivered at
the addresses specified in this Section; provided that any notice given pursuant
to Section 1 or Section 2 hereof shall be effective only upon receipt.

        Section 10.9. Personal Jurisdiction.

        (a) Exclusive Jurisdiction. Except as provided in Subsection (b), the
Borrower and the bank agree that all disputes between them arising out of,
connected with, related to, or incidental to the relationship established
between them in connection with this Agreement, and whether arising in contract,
tort, equity, or otherwise, shall be resolved only by state or federal courts
located in XXX, XXX, but each of the Borrower and the bank acknowledge that any
appeals from those courts may have to be heard by a court located outside of
XXX, XXX. The Borrower waives in all disputes any objection that it may have to
the location of the court considering the dispute.

        (b) Other Jurisdictions. The Borrower agrees that the Bank shall have
the right to proceed against the Borrower or its property in a court in any
location to enable the Bank to realize on such property, or to enforce a
judgment or other court order entered in favor of the Bank. The Borrower agrees
that it shall not assert any permissive counterclaims in any proceeding brought
in accordance with this provision by the Bank to realize on such property, or to
enforce a judgment or other court order in favor of the Bank. The Borrower
waives any objection that it may have to the location of the court in which the
Bank has commenced a proceeding described in this subsection.

        Section 10.10. Waiver of Jury Trial. The Borrower and the Bank each
waive any right to have a jury participate in resolving any dispute, whether
sounding in contract, tort or otherwise, between the Bank and the Borrower
arising out of, connected with, related to or incidental to the relationship
established between them in connection with this Agreement or any other
instrument, document or agreement executed or delivered in connection

                                      -28-




therewith or the transactions related thereto. The Borrower and the Bank each
hereby agree and consent that any such claim, demand, action or cause of action
shall be decided by court trial without a jury and that any of them may file an
original counterpart or a copy of this Agreement with any court as written
evidence of the consent of the parties hereto to the waiver of their right to
trial by jury.

        Section 10.11. Construction. The parties hereto acknowledge and agree
that this Agreement and the other Loan Documents shall not be construed more
favorably in favor of one than the other based upon which party drafted the
same, it being acknowledged that all parties hereto contributed substantially to
the negotiation of this Agreement and the other Loan Documents. Nothing
contained herein shall be deemed or construed to permit any act or omission
which is prohibited by the terms of any of the other Loan Documents, the
covenants and agreements contained herein being in addition to and not in
substitution for the covenants and agreements contained in the other Loan
Documents.

        Section 10.12. Headings. Section headings used in this Agreement are for
convenience of reference only and are not a part of this Agreement for any other
purpose.

        Section 10.13. Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

        Section 10.14. Counterparts. This Agreement may be executed in any
number of counterparts, and by different parties hereto on separate counterpart
signature pages, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

        Section 10.15. Binding Nature, Governing Law, Etc.. This Agreement shall
be binding upon the Borrower and its successors and assigns, and shall inure to
the benefit of the Bank and the benefit of its successors and assigns, including
any subsequent holder of the Obligations. This Agreement and the rights and
duties of the parties hereto shall be governed by, and construed in accordance
with, the internal laws of the State of XXXXX without regard to principles of
conflicts of laws. This Agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof and any prior agreements,
whether written or oral, with respect thereto are superseded hereby. The
Borrower may not assign his rights or obligations hereunder without the written
consent of the Bank. The Bank will not transfer or assign the Note prior to its
maturity (whether by lapse of time, acceleration or otherwise) except to a
Federal Reserve Bank or to the extent required by applicable law or to the
extent required or requested by any governmental department, agency,
instrumentality or a regulatory body to maintain the Bank's liquidity.

                                      -29-




        Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall constitute a contract between us for the uses and purposes
hereinabove set forth.

        Dated as of this day of May 2, 1994.


                                                /s/ Floyd D. Gottwald, Jr.
                                                    ----------------------
                                                    FLOYD D.  GOTTWALD, JR.

        Accepted and agreed to at XXX, XXX as of the day and year last
above written.

                                                XXXXXXXX

                                                By /s/ XXXXXX
                                                   ---------------
                                                   Its Vice President

                                      -30-




                                                                  EXHIBIT A

                             FLOYD D. GOTTWALD, JR.

                                   TERM NOTE

$28,000,000

XXX, XXX
May 2, 1994

        On the Maturity Date, for value received, the undersigned, Floyd D.
Gottwald, Jr., a resident of Richmond, Virginia (the "Borrower"), hereby
promises to pay to the order of XXXXXX (the "Bank") at its office at XXX, XXX,
XXX, the principal sum of Twenty-Eight Million and no/100 Dollars ($28,000,000),
or such lesser amount as may then be outstanding hereon, in a single installment
due on the 30th day of April, 1998.

        This Note evidences Loans made and to be made to the Borrower by the
Bank under the Term Credit provided for under that certain Credit Agreement
dated as of May 2, 1994 between the Borrower and the Bank (said Credit
Agreement, as the same may be amended, modified or restated from time to time,
being referred to herein as the "Credit Agreement"), and the Borrower hereby
promises to pay interest at the office described above on such Loans evidenced
hereby at the rates and at the times and in the manner specified therefor in the
Credit Agreement.

        Each Loan made under the Term Credit against this Note, any repayment of
principal hereon, the status of each such Loan from time to time as part of the
Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR Portion,
the interest rate and Interest Period applicable thereto shall be endorsed by
the holder hereof on a schedule to this Note or recorded on the books and
records of the holder hereof (provided that such entries shall be endorsed on a
schedule to this Note prior to any negotiation hereof). The Borrower agrees that
in any action or proceeding instituted to collect or enforce collection of this
Note, the entries endorsed on a schedule to this Note or recorded on the books
and records of the holder hereof shall be prima facie evidence of the unpaid
principal balance of this Note, the status of each Loan from time to time as
part of the Domestic Rate Portion or a LIBOR Portion and, in the case of any
LIBOR Portion, the interest rate and Interest Period applicable thereto.

        This Note is issued by the Borrower under the terms and provisions of
the Credit Agreement and is secured by, among other things, the Collateral
Documents, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain prepayments are required to be made hereon, all
in the events, on the terms and with the effects provided in the Credit
Agreement. All capitalized terms used herein without definition shall have the
same meanings herein as such terms are defined in the Credit Agreement.






        This Note shall be construed in accordance with, and governed by, the
internal laws of the State of XXXXX without regard to principles of conflicts
of laws.

        The Borrower hereby promises to pay all costs and reasonable expenses
(including attorneys' fees) suffered or incurred by the holder hereof in
collecting this Note or enforcing any rights in any collateral therefor. The
Borrower hereby waives presentment for payment and demand.

                                                ------------------------------
                                                FLOYD D. GOTTWALD, JR.

                                      -2 -





                                                                    EXHIBIT B

                             FLOYD D. GOTTWALD, JR.

                           BORROWING BASE CERTIFICATE

To: XXXX

        Pursuant to the terms of the Credit Agreement dated as of May 2, 1994
between Floyd D. Gottwald, Jr. and you (the "Credit Agreement"), I submit this
Borrowing Base Certificate to you and certify that the information set forth
below and on any attachments to this certificate is true, correct and complete
as of the date of this certificate.

I. COLLATERAL VALUE CALCULATIONS

     A. Ethyl Corporation

        1. Number of shares
        2. Market Value per share                    $
        3. Total Market Value                        $

     B. First Colony Corporation

        1. Number of shares
        2. Market Value per share                    $
        3. Total Market Value                        $

     C. Old Albemarle Stock

        1. Number of shares
        2. Market Value per share                    $
        3. Total Market Value                        $

     D. New Albemarle Stock

        1. Number of shares
        2. Market Value per share                    $
        3. Total Market Value                        $
        4. Principal balance of Partnership Loan     $
        5. Greater of line 3 or line 4               $





     E. Other Eligible Securities (if any)
        1. Number of shares
        2. Market Value per share                    $
        3. Total Market Value                        $

II. Collateral Value
        Sum of Lines A3, B3, C3, D5 and E3           $

III. Borrowing Base (50% of Line II)                 $

IV. Loanable Collateral Value (65% of Line II)       $

        Dated:  ______________________, 19___

                              ______________________________________

                              Name:_________________________________



                                      -2-


                                                                     Exhibit 3


                          FIRST AMENDMENT TO TERM LOAN
                                   AGREEMENT

XXXXXX
XXXXXX

Ladies and Gentlemen:

        Reference is hereby made to that certain Term Loan Agreement dated as of
May 2, 1994 (the Term Loan Agreement, as the same has been amended prior to the
date hereof, being referred to herein as the "Loan Agreement"), between the
undersigned, Floyd D. Gottwald, Jr., an individual (the "Borrower"), and you
(the "Bank"). All capitalized terms used herein without definition shall have
the same meanings herein as such terms have in the Loan Agreement.

        The Borrower has requested that the Bank make additional loans to the
Borrower and make certain other corresponding amendments to the Loan Agreement,
and the Bank is willing to do so under the terms and conditions set forth in
this agreement (herein, the "Amendment").

SECTION 1.  1. ADDITIONAL LOANS.

        Subject to all of the terms and conditions of this Amendment (including
the satisfaction of each of the conditions precedent listed in Section 3 of this
Amendment) and of the Loan Agreement as amended hereby, the Bank agrees to make
one or more additional loans (each, and "Additional Term Loan" and collectively,
the "Additional Term Loans") to the Borrower on or before April 30, 1998 in an
aggregate principal amount not to exceed $15,000,000 on a cumulative basis on
and after the date hereof. Each additional Term Loan shall be evidenced by, and
mature and bear interest as set forth in, a Term Note of the Borrower (the "Line
Note") in the form (with appropriate insertions) attached hereto as Schedule I,
the Line Note to be dated as of the date of issuance thereof. The Additional
Term Loans shall be secured by the Collateral. The manner of borrowing
Additional Term Loans shall be as set forth in Section 1.5 of the Loan
Agreement. The obligation of the Bank to make each additional Term Loan shall
also be subject in each case to the satisfaction of the conditions precedent set
forth in Section 7.1 of the Loan Agreement to the same extent, with the same
force and effect, as if, each Additional Term Loan had originally been a Loan
made under and subject to the Loan Agreement.  All of the terms and conditions
of the Loan Agreement shall be applicable to the Line Note and all Additional
Term Loans made from time to time hereunder. All references to the term "Note"
in the Loan Agreement shall be deemed to include and be a reference to the Line
Note as well. Without limiting the generality of the foregoing, the Borrower
agrees to observe, comply with and be bound by all of the terms and conditions
of the Loan Agreement so long as any Additional Term, Loans are outstanding and
that the Line Note may be accelerated upon the occurrence of any Event of
Default (as defined in the Loan Agreement), all to the same extent and with the
same force and effect as though the Loan Agreement as originally


                                      -1-



executed and delivered had provided for the Additional Term Loans and the
issuance of the Line Note as contemplated hereby.

SECTION 2. AMENDMENTS.

        Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Loan Agreement shall be and hereby is amended as follows:

        Section 2.01. Section 3.3 of the Loan Agreement shall be and hereby is
amended and as so amended is restated in its entirety as follows:

        Section 3.3. Mandatory Prepayments. (a) Loanable Value. The Borrower
covenants and agrees that if the principal amount outstanding on the Note, when
taken together with the aggregate principal amount outstanding on the Line Note,
shall at any time be in excess of the Loanable Collateral Value as then
determined and computed, the Borrower shall, within five (5) Business Days after
the Bank's written demand, pay over to the Bank as and for a mandatory
prepayment on the Note, such amount as shall be necessary to reduce the unpaid
principal balance of the Note, when taken together with the aggregate principal
amount then outstanding on the Line Note (taking into account after payments
being made concurrently in reduction of the principal of the Line Note), to
the Borrowing Base, Each such prepayment shall be accompanied by any amount due
to the Bank under Section 2.8 hereof.

        Section 2.02. Amended Definitions. Section 5.1 of the Loan Agreement
shall be and hereby is amended by amending and restating in their
entirety the following definitions appearing therein:

        "Borrowing Base" shall mean as of any time, the sum of the following:

        (i) 50% of the Collateral Value attributable to the shares of Ethyl
Corporation constituting Eligible Securities; plus

        (ii) 45% of the Collateral Value attributable to the shares of Albemarle
Corporation or any other issuer in each case constituting Eligible Securities.

following:

        "Loanable Collateral Value" shall mean as of any time, the sum of the
following:

        (i) 60% of the Collateral Value attributable to the shares of Ethyl
Corporation constituting Eligible Securities; plus

        (ii) 55% of the Collateral Value attributable to the shares of Albemarle
Corporation or any other issuer in each case constituting Eligible Securities.

                                      -2-




        Section 2.03. Concentration of Collateral. Clause (i) of the second
sentence of the definition of "Collateral Value" appearing in Section 5.1 of the
Loan Agreement shall be amended and restated in its entirety to read as follows:

                "(i) not more than 50% of such Collateral Value may be
attributable to the Eligible Securities of any one particular issuer (except in
the case of shares of Albemarle Corporation, in which case not more than 80% of
such Collateral Value may be attributable to the shares of Albemarle Corporation
constituting Eligible Securities), with the effect that any Eligible Securities
in excess of that limit have no Market Value for purposes of computing such
Collateral Value."

        Section 2.04. New Definitions. Section 5.1 of the Loan Agreement shall
be and hereby is amended by adding the following definition:

                "Line Note" means that certain Term Note dated as of a date in
July of 1997 in the face principal amount of $15,000,000 issued by the Borrower
and payable to the order of the Bank and any and all notes issued in whole or in
part in substitution or replacement therefor or in extension or renewal thereof,
as any of the foregoing may from time to time be modified or amended.

        Section 2.05. New Borrowing Base Certificate. Exhibit B to the Loan
Agreement is hereby amended and as so amended is restated in its entirety as
shown on Schedule II attached hereto.

SECTION 3. CONDITIONS PRECEDENT.

        The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

                (a) The Borrower, the Trustees and the Bank shall have executed
and delivered this Amendment in the spaces provided for that purpose below.

                (b) The Bank shall have received a duly completed and executed
Line Note.

                (c) The Bank shall have received copies (executed or certified,
as may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment to the extent the Bank or its
counsel may reasonably request.

                (d) Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Bank and its counsel.

                                      -3-





 SECTION 4. REPRESENTATIONS.

        In order to induce the Bank to execute and deliver this Amendment, the
Borrower hereby represents to the Bank that as of the date hereof, the
representations and warranties set forth in Section 6 of the Loan Agreement are
and shall be and remain true and correct (except that the representations
contained in Section 6.4 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Bank) and the Borrower is in full
compliance with all of the terms and conditions of the Loan Agreement and no
Default or Event of Default has occurred and is continuing under the Loan
Agreement or shall result after giving effect to this Amendment.

SECTION 5. MISCELLANEOUS.

        (a) The Borrower has heretofore executed and delivered to the Bank
certain Collateral Documents and the Borrower hereby acknowledges and agrees
that, notwithstanding the execution and delivery of this Amendment, the
Collateral Documents remain in full force and effect and the rights and remedies
of the Bank thereunder, the obligations of the Borrower thereunder and the liens
and security interests created and provided for thereunder remain in full force
and effect and shall not be affected, impaired or discharged hereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Collateral Documents as
to the indebtedness which would be secured thereby prior to giving effect to
this Amendment.

        (b) Except as specifically amended herein, the Loan Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Loan Agreement, the
Note, the Line Note or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Loan Agreement, any reference in any of such
items to the Loan Agreement being sufficient to refer to the Loan Agreement as
amended hereby.

        (c) Notwithstanding anything in the Loan Agreement to the contrary, the
Borrower shall not be liable to reimburse the Bank for the costs and expenses of
or incurred by the Bank in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Bank.

        (d) This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of XXXXX.

                                      -4-




 Dated as of July 9, 1997.
                                            /s/ FLOYD D. GOTTWALD, JR.
                                            ----------------------------
                                            FLOYD D. GOTTWALD, JR., personally

Accepted and agreed to in XXX, XXX as of the date and year last above written.

                                                 XXXXXX

                                            By   /s/ XXXXXX
                                                ------------------------
                                                Its Vice President

        The undersigned confirm their May 2, 1994 Pledge and Security Agreement
Re: Securities with the Bank remains in full force and effect for the benefit
and security of, among other things, the Line Note and the Note outstanding
under the Loan Agreement.

                                        /s/ FLOYD D. GOTTWALD, JR.
                                       ----------------------------------
                                       Floyd D. Gottwald Jr., personally





                                        /s/ FLOYD D. GOTTWALD, JR.
                                       ----------------------------------
                                       FLOYD D. GOTTWALD JR., not personally,
                                       but as Trustee under the Trust Agreement
                                       dated June 24, 1992, as restated by
                                       instrument dated January 13, 1993 and
                                       as amended by instrument dated May 2,
                                       1994, with Floyd D. Gottwald, Jr.,
                                       as grantor


                                      -6-





                                    SCHEDULE I

                             FLOYD D. GOTTWALD, JR.
                                   TERM NOTE

$ 15,000,000                                                  XXX, XXX
                                                             July 9, 1997

        On April 30, 1998, for value received, the undersigned, Floyd D.
Gottwald, Jr., a resident of Richmond, Virginia (the "Borrower"), hereby
promises to pay to the order of XXXXXX (the "Bank") at its office at XXXXX
XXX, XXX, the principal sum of Fifteen Million and no/100 Dollars ($15,000,000),
or such lesser amount as may then be outstanding hereon.

        This Note evidences Additional Term Loans made and to be made to the
Borrower by the Bank under that certain Loan Agreement dated as of May 2, 1994
between the Borrower and the Bank as amended by First Amendment to Loan
Agreement between the same such parties dated July 9, 1997 (said Loan
Agreement, as so amended and as the same may be amended, modified or restated
from time to time hereafter, being referred to herein as the "Loan Agreement"),
and the Borrower hereby promises to pay interest at the office described above
on such Additional Term Loans evidenced hereby at the rates and at the times and
in the manner specified for Loans in the Loan Agreement.

        Each Additional Term Loan made against this Note, any repayment of
principal hereon, the status of each such Additional Term Loan from time to time
as part of the Domestic Rate Portion or a LIBOR Portion and, in the case of any
LIBOR Portion, the interest rate and Interest Period applicable thereto shall be
endorsed by the holder hereof on a schedule to this Note or recorded on the
books and records of the holder hereof (provided that such entries shall be
endorsed on a schedule to this Note prior to any negotiation hereof). The
Borrower agrees that in any action or proceeding instituted to collect or
enforce collection of this Note, the entries endorsed on a schedule to this Note
or recorded on the books and records of the holder hereof shall be prima facie
evidence of the unpaid principal balance of this Note, the status of each
Additional Term Loan from time to time as part of the Domestic Rate Portion or a
LIBOR Portion and, in the case of any LIBOR Portion, the interest rate and
Interest Period applicable thereto.

        This Note is issued by the Borrower under the terms and provisions of
the Loan Agreement and is secured by, among other things, the Collateral
Documents, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain prepayments are required to be made hereon, all
in the events, on the terms and with the effects provided in the Loan Agreement.
All capitalized terms used herein without definition shall have the same
meanings herein as such terms are defined in the Loan Agreement.




        This Note shall be construed in accordance with, and governed by, the
internal laws of the State of XXXXX without regard to principles of conflicts
of laws.

        The Borrower hereby promises to pay all costs and reasonable expenses
(including attorneys' fees) suffered or incurred by the holder hereof in
collecting this Note or enforcing any rights in any collateral therefor. The
Borrower hereby waives presentment for payment and demand.

                                                /s/ Floyd D. Gottwald, Jr.
                                                ----------------------
                                                FLOYD D. GOTTWALD, JR.

                                       -2-




                                  SCHEDULE II

                                   EXHIBIT B

                             FLOYD D. GOTTWALD, JR.

                           BORROWING BASE CERTIFICATE

To: XXXXXX

        Pursuant to the terms of the Loan Agreement dated as of May 2, 1994 as
amended by that certain First Amendment to Loan Agreement dated as of July 9,
1997 between Floyd D. Gottwald, Jr. and you (the "Loan Agreement"), I submit
this Borrowing Base Certificate to you and certify that the information set
forth below and on any attachments to this certificate is true, correct and
complete as of the date of this certificate.

I. COLLATERAL VALUE CALCULATIONS

   A. Ethyl Corporation

      1. Number of shares                     1,263,655
      2. Market Value per share                 $9.1875
      3. Total Market Value                $ 11,609,922

   B. Old Albemarle Stock

      1. Number of shares                       131,831
      2. Market Value per share                 $21.875
      3. Total Market Value                 $ 2,883,803

   C. New Albemarle Stock

      1. Number of shares                     1,715,854
      2. Market Value per share             $    21.875
      3. Total Market Value                 $37,534,306
      4. Principal balance of
         Partnership Loan                   $ 6,447,520
      5. Greater of line 3 or line 4        $37,534,306

   D. Other Eligible Securities (if any)

      1. Number of shares
      2. Market Value per share             $
      3. Total Market Value                 $







II. Borrowing Base

     A. 50% of Line A3 in Section I        $ 5,804,961

     B. 45% of the sum of Lines B3,
        C5 and D3 in Section I             $18,188,149

     C. Sum of Lines A and B above         $23,993,110

III. Loanable Collateral Value

     A. 60% of Line A3 in Section I        $ 6,965,953

     B. 55% of the sum of Lines B3,
        C5 and D3 in Section I             $22,229,960

     C. Sum of Lines A and B above         $29,195,913

        Dated July 9, 1997

                                /s/ FLOYD D. GOTTWALD, JR.
                                -------------------------
                                Name: Floyd D. Gottwald, Jr.

                                      -2-